Pre-Reinstatement Disclosure

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ASX ANNOUNCEMENT

1 March 2022 | ASX:FHE

PRE-QUOTATION DISCLOSURE

Frontier Energy Limited (ASX: FHE) (formerly Superior Lake Resources) provides the following information in respect of its re-admission to the Official List of ASX and quotation of its securities.

Capital Raising Offer, Additional Offers and Capital Structure

The Company confirms that all conditions to the capital raising offer and additional offers under the prospectus dated 12 January 2022 as amended by the supplementary prospectus dated 16 February 2022 (together, the Prospectus) have been satisfied. Accordingly, the Company confirms the issue of fully paid ordinary shares in the Company (Shares) pursuant to the Capital Raising Offer and the issue of the Vendor Securities, the CEO Options, the Director Options, the Management Options and the Adviser Options (as those terms are defined in the Prospectus).

The Company's capital structure following the issue of the securities under the Prospectus is as follows:

Notes:

1. The Performance Shares are comprised of the following two tranches:
2. 1. Tranche A: 12,750,000 performance shares that convert into Shares upon the Company or Bristol Springs Solar Pty Ltd having received a binding offer from Western Power to provide the BSS Project with access to the grid which contains the terms of the Electricity Transfer Access Contract; and
   2. Tranche B: 12,750,000 performance shares that convert into Shares on the date that all approvals have been received, all studies have been completed and a final investment decision is taken in respect of the BSS Project.
3. 750,000 nil exercise price options expiring 1 July 2022 have been historically incorrectly classified by the Company as SUPAC options and are in fact SUPAJ options. The SUPAJ options are incapable of vesting and will lapse unvested and unexercised on the expiry date of 1 July 2024.
4. The Existing Options are comprised of the following options:
5. 1. 2,000,000 SUPAF options exercisable at $0.60 and expiring on 15 March 2022;
   2. 890,894 SUPAJ options exercisable at $0.00 and expiring on 1 July 2024;
   3. 2,000,000 SUPAH options exercisable at $0.22 and expiring on 29 January 2024; and
   4. 2,000,000 SUPAI options exercisable at $0.26 and expiring on 29 January 2024.
6. The CEO Options are comprised of the following three tranches:
7. 1. Tranche A: 1,666,667 options exercisable at $0.20 following 12 months of continuous service from the date of shareholder approval and expiring 36 months from the date of issue;

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1. 1. Tranche B: 1,666,666 options exercisable at $0.25 following 24 months of continuous service from the date of shareholder approval and expiring 36 months from the date of issue; and
   2. Tranche C: 1,666,666 options exercisable at $0.40 following 24 months of continuous service from the date of shareholder approval and expiring 36 months from the date of issue.
2. The Director Options are comprised of the following three tranches:
3. 1. Tranche A: 5,500,000 options exercisable at $0.20 and expiring 36 months from the date of issue;
   2. Tranche B: 2,750,000 options exercisable at $0.25 and expiring 36 months from the date of issue; and
   3. Tranche C: 2,750,000 options exercisable at $0.40 and expiring 36 months from the date of issue.
4. The Management Options are comprised of the following three tranches:
5. 1. Tranche A: 1,250,000 options exercisable at $0.20 and expiring 36 months from the date of issue;
   2. Tranche B: 625,000 options exercisable at $0.25 and expiring 36 months from the date of issue; and
   3. Tranche C: 625,000 options exercisable at $0.40 and expiring 36 months from the date of issue.
6. The Lead Manager Options are comprised of the following two tranches:
7. 1. Tranche A: 1,500,000 options exercisable at $0.20 following 12 months from the date of shareholder approval and expiring 36 months from the date of issue; and
   2. Tranche B: 1,500,000 options exercisable at $0.40 following 18 months from the date of shareholder approval and expiring 36 months from the date of issue.
8. The Adviser Options are comprised of the following two tranches:
9. 1. Tranche A: 1,500,000 options exercisable at $0.20 following 12 months from the date of shareholder approval and expiring 36 months from the date of issue; and
   2. Tranche B: 1,500,000 options exercisable at $0.40 following 18 months from the date of shareholder approval and expiring 36 months from the date of issue.

Escrowed Securities

The following securities (which are included in the capital structure above) are subject to ASX escrow restrictions for a period of 24 months commencing on the date on which official ASX quotation of the Shares commences.

Acquisition of Bristol Springs Solar Pty Ltd

The Company confirms satisfaction of conditions precedent and completion of the agreement between the Company, Sector One Pty Ltd and Ms Alicia Jane Goyder (Sale Agreement) for the Company to acquire 100% of the issued capital of Bristol Springs Solar Pty Ltd (BSS) as described at section 10.1(a) of the Prospectus.

The Company also provides the following confirmations in respect of Lot 3 on Plan 9454 being the whole of the land comprised in Certificate of title Volume 1353 Folio 900:

1. the lease agreement between BSS and Ranger Loaders Pty Ltd described at section 10.1(b) of the Prospectus remains on foot and in full effect (Lease Agreement); and
2. the option agreement between BSS and Ranger Loaders Pty Ltd described at section 10.1(c) of the Prospectus remains on foot and in full effect (Option Agreement).

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Statement of Commitment of Funds

The Company intends to apply the funds raised from the Capital Raising Offer (being $8,000,000) over the next two years as follows:

Since the date of the Prospectus, further work undertaken by the Company has identified expenditure to be incurred on site works and baseline surveys (expenditure which has been allocated from working capital).

The Company has received revised fee estimates on the expenses associated with the generator model study, the interconnection works and the hydrogen integration study. Further, the costs for the various studies and activities to be undertaken by the Company are expected to increase based on changes to market conditions, including supply chain issues, increased labour costs and the impact of COVID-19. All of these increases have been reflected in the above commitment table.

Waivers and Confirmations

ASX has granted the Company waivers from the following ASX Listing Rules:

1. ASX Listing Rule 1.1 condition 12 to the extent necessary to permit the Company to have on issue the following:

1. 890,894 options issued to directors, key management personnel and employees with an exercise price of nil and an expiry date of 1 July 2024 (the SUPAJ Options); and
2. 25,500,000 Performance Shares issued to the vendors of BSS (Vendors),

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on the condition the terms of the waiver are disclosed to the market and, along with the terms and conditions of the SUPAJ Options, and Performance Shares are clearly disclosed in the notice of meeting pursuant to which the Company has sought the approval required under ASX Listing Rule 11.1.2 for the acquisition of BSS (Acquisition) (Notice) and in the Prospectus;

2. ASX Listing Rule 2.1 condition 2 to the extent necessary to permit the Company to issue Shares at an issue price of A$0.13 (Capital Raising Shares), subject to the following conditions:

1. the issue price of the Capital Raising Shares is not less than A$0.13 per Share;
2. the terms of this waiver are disclosed to the market and, along with the terms and conditions of the Capital Raising Shares, are clearly disclosed in the Notice and in the Prospectus; and
3. the Company's shareholders approve the issue price of the Capital Raising Shares in conjunction with the approval obtained under Listing Rule 11.1.2 in respect of the Acquisition; and

3. ASX Listing Rule 10.13.5 to the extent necessary to permit the Notice, seeking shareholder approval for the Acquisition and, amongst other things, the issue of:

1. 7,692,307 Capital Raising Shares at an issue price of A$0.13 to Mr Grant Davey (and/or his nominees);
2. 1,538,461 Capital Raising Shares at an issue price of A$0.13 to Mr Mike Young (and/or his nominees);
3. 1,923,076 Capital Raising Shares at an issue price of A$0.13 to Mr Chris Bath (and/or his nominees); and
4. 384,615 Capital Raising Shares at an issue price of A$0.13 to Ms Dixie Marshal (and/or her nominees),
   (together, the Director Capital Raising Shares) to raise gross proceeds of approximately $1,500,000;
5. 2,500,000 Tranche A Director Options and 1,250,000 Tranche B Director Options and 1,250,000 Tranche C Options to Mr Grant Davey (and/or his nominees);
6. 2,500,000 Tranche A Director Options and 1,250,000 Tranche B Director Options and 1,250,000 Tranche C Options to Mr Chris Bath (and/or his nominees); and
7. 500,000 Tranche A Director Options and 250,000 Tranche B Director Options and 250,000 Tranche C Options to Ms Dixie Marshall (and/or her nominees); and

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1. the issue of 1,666,667 Tranche A CEO Options, 1,666,666 Tranche B CEO Options and 1,666,666 Tranche C CEO Options to Mr Young (and/or his nominees,

to state that the Director Capital Raising Shares, Director Options and CEO Options will be issued later than one month after the date on which the issue of the Director Capital Raising Shares, Director Options and CEO Options are approved at a meeting of the Company's ordinary security holders, subject to the following conditions:

1. the Director Capital Raising Shares, Director Options and CEO Options are issued by no later than the date that the Capital Raising Shares are issued, which must be no later than three months after the date of the shareholder meeting;
2. the Notice discloses the full terms and conditions of the Director Capital Raising Shares, Director Options and CEO Options and the Director Capital Raising Shares, Director Options and CEO Options are issued pursuant to their respective terms and conditions;
3. the circumstances of the Company, as determined by the ASX, have not materially changed since the Company's shareholders approved the issue of the Director Capital Raising Shares, Director Options, and CEO Options; and
4. the terms of this waiver are clearly disclosed in the Notice and in the Prospectus.

ASX has confirmed that in connection with the Acquisition and Capital Raising Offer that the terms of the 25,500,000 Performance Shares issued to the Vendors are appropriate and equitable pursuant to ASX Listing Rule 6.1 on the following conditions:

1. The Prospectus contains the following details in respect of the Performance Shares:

1. the party or parties to whom the Performance Shares are to be issued and the number of Performance Shares to be issued to them or each of them;
2. any relationship the recipient of the Performance Shares or an associate of the recipient has with the entity;
3. on respect of the Performance Shares proposed to be issued to the Vendors in connection with the Acquisition:
4. 1. a statement to the effect that the Performance Shares are being issued in connection with the Acquisition;