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AZONTO PETROLEUM LTD (to be renamed CALIMA ENERGY LIMITED) – PROSPECTUS AND SUPPLEMENTARY PROSPECTUS

Azonto Petroleum Ltd (to be renamed Calima Energy Limited) (Company) Prospectus and Supplementary Prospectus for an offer of 50,000,000 Shares at an issue price of $0.045 each to raise $2,250,000 (before costs) (Public Offer). Oversubscriptions of up to a further 50,000,000 Shares at an issue price of $0.045 each to raise up to a further $2,250,000 (before costs) may be accepted under the Public Offer. The Prospectus and Supplementary Prospectus also contain:

• an offer of 28,508,751 Shares and 20,029,226 Performance Shares to Havoc (or its nominee/s) in consideration for the acquisition of all of the issued capital of Calima (Vendor Offer);
• an offer of 20,000,750 Shares to the Calima Noteholders (or their nominee/s) in satisfaction of the Calima Note Debt (Convertible Note Share Offer);
• an offer of 20,000,000 Management Options to Incoming Management (or their nominee/s) (Management Option Offer); and
• an offer of 3,333,333 Shares to Euroz (or its nominee/s) as part of the fees payable for acting as corporate adviser to the Company in relation to the Proposed Transaction generally (Adviser Offer),

(together with the Public Offer, the Offers). The Prospectus is dated 30 June 2017 and the Supplementary Prospectus is dated 28 July 2017. The expiry date of the Prospectus is the date that is 13 months from the date of the Prospectus. Unless otherwise stated, all references to securities of the Company as set out herein are on a post-Consolidation basis (refer to the Company’s Notice of General Meeting dated 15 June 2017 for further details).

IMPORTANT INFORMATION

The Prospectus and Supplementary Prospectus are important documents that should be read together in their entirety. If you do not understand either of them you should consult your professional adviser without delay. Lodgement of Prospectus and Supplementary Prospectus with the ASIC The paper form of the electronic Prospectus and Supplementary Prospectus accessible through this website have been lodged with the Australian Securities and Investments Commission (ASIC). An application for Shares under the Public Offer can be made by either:

• printing and completing the Public Offer Application Form attached to or accompanied by the electronic Prospectus and Supplementary Prospectus; or
• completing the Public Offer Application Form attached to or accompanied by a paper form of the Prospectus and Supplementary Prospectus,

and then lodging the form and the application monies in accordance with the details set out in the Prospectus and Supplementary Prospectus and the Public Offer Application Form.

WARNING

For legal reasons, the information and electronic Prospectus and Supplementary Prospectus provided by this website are available to persons accessing this website from within AUSTRALIA ONLY. If you are accessing this website from anywhere outside Australia, please DO NOT download the electronic Prospectus or Supplementary Prospectus accessible through this website. This Prospectus and Supplementary Prospectus do not constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or Supplementary Prospectus or make the Offers. It is the responsibility of any applicant outside Australia to ensure compliance with all laws of any country relevant to their applications, and any such applicant should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed to enable them to apply for and be issued any securities. No action has been taken to register or qualify the securities or the Offers or otherwise to permit a public offering of the securities in any jurisdiction outside Australia.