Notice of General Meeting

8 May 2015

WILDHORSE ENERGY LIMITED

Notice of General Meeting

Further to its announcement on 9 April 2015, Wildhorse Energy Limited ("Wildhorse" or the "Company") announces that a General Meeting of the Company will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on Thursday 11 June 2015 at 10am (WST).

A notice of General Meeting (the "Notice") which contains an explanatory memorandum will today be sent to shareholders, and is available to view at www.wildhorse.com.au.

An extract of the explanatory memorandum is contained below.

Background

The Company announced on 9 April 2015 that it had entered into an agreement (Acquisition Agreement) to acquire a 100% interest in Australia Salt Lake Potash Pty Ltd (ASLP) whose primary focus is on its 100% interests in the Lake Wells and Lake Ballard Projects in Western Australia.

Overview of the Project

ASLP was founded to capitalise on the quality of Australia's unique salt lake brine resources, cost-effective production conditions and the growing demand for high-value sulphate of potash (SOP), a chloride-free potassium fertiliser, and its by-products.

ASLP's primary focus is on the Lake Wells Project and Lake Ballard Project, which are both located in Western Australia covering a total area of 1,901 km2 of salt lake basins (secured and pending exploration licences - see Schedule 3 of the Notice for further details on exploration licenses held).

The Lake Wells Project comprises an area of 1,126 km2 substantially covering the Lake Wells playa near Laverton. The playa has been extensively drilled and sampled, with a high average dissolved potassium (K) content of 5,220 mg/L and brine chemistry which favours potential production of SOP by conventional methods. The high catchment area to lake ratio also indicates good brine recharge potential.

The Lake Ballard Project comprises 775 km2 and is located 350 km to the south-west of the Lake Wells Project. Historical sampling indicates highly elevated potassium contents in the brines and the project also has a large catchment area, very good evaporation potential and access to excellent transport infrastructure and the Goldfields gas pipeline.

Previous Exploration

Reconnaissance auger drilling, pit sampling programs and/or historical data have indicated the presence of highly concentrated brine resources for both projects with elemental ratios highly suitable for commercial production of SOP and its by-products via low-cost solar crystallisation and selective salt recovery methods. Both projects have ready access to transport infrastructure servicing the domestic and international fertiliser markets.

Conditions Precedent

Completion of the Acquisition is subject to and conditional upon a number of conditions precedent. The key conditions include that the Resolutions the subject of this meeting are passed and that all regulatory approvals are obtained.

Consideration

The consideration payable by the Company to acquire 100% of the issued share capital of ASLP consists of:

15,000,000 fully paid ordinary shares, issued at the mid-market price on market close the day prior to issue, on completion;

5,000,000 unlisted convertible performance shares on completion, which convert into fully paid ordinary shares upon the completion and announcement by the Company of the results of a positive Pre-feasibility Study on all or part of the Project Licences, within three years from the date of issue;

7,500,000 unlisted convertible performance shares on completion, which convert into fully paid ordinary shares upon the completion and announcement by the Company of the results of a positive Definitive Feasibility Study on all or part of the Project Licences, within four years from the date of issue; and

10,000,000 unlisted convertible performance shares on completion, which convert into fully paid ordinary shares upon the commencement of construction activities for a mining operation on all or part of the Project Licences (including the commencement of ground breaking for the construction of infrastructure and/or processing facilities) following a final investment decision by the Board as per the project development schedule and budget in accordance with the Definitive Feasibility Study, within five years from the date of issue.

The Shares and the Performance Shares will be escrowed for a period of 24 months from the date of issue at the settlement of the Acquisition (or a longer period if required by ASX ). However, securities will not be subject to escrow to the same extent as if the cash formula (per the Listing Rules) was applied.

In addition to the above consideration, the Company has agreed to make a loan facility of up to A$100,000 (or such other amount as agreed) available to ASLP prior to completion of the Acquisition to fund exploration and development activities in respect of the Project Licences during the period from the execution of the Acquisition Agreement until the completion of the Acquisition. The Company and ASLP must agree on these interim exploration and development activities.

Updated Allocation of Funds

The Company issued a prospectus dated 15 December 2014 which outlined how funds from that offer would be applied. The prospectus stated that the funds raised from the Offer will be used as general working capital to further the Company's existing projects and also to identify and evaluate additional resource projects.

Although the Company intends to continue to expend funds broadly in line with its entitlement issue prospectus, upon completion of the Acquisition of ASLP, the allocation of funds will change. A revised summary of the use of funds is set out below, which takes into account the impact of the Acquisition of ASLP:

Continuing exploration programs for the Company's existing projects and ASLP projects will be determined with reference to the results received from exploration and technical reviews.

The above is a statement of current intentions as at the date of this Notice. Intervening events may alter the way funds are ultimately applied by the Company.

Capital Structure

If all of the Resolutions in the Notice are passed by the Shareholders, upon the completion of the Acquisition, the proposed capital structure of the Company is as follows:

Notes:

(1) 22,222 options are exercisable at $15.00 each on or before 30 June 2015;

22,222 options are exercisable at $18.00 each on or before 30 June 2015;

22,222 options are exercisable at $3.60 each on or before 30 June 2015;

57,370 options are exercisable at $4.80 each on or before 30 November 2016;

57,370 options are exercisable at $5.00 each on or before 30 November 2016;

57,370 options are exercisable at $6.00 each on or before 30 November 2016; and

33,333 options are exercisable at $2.73 each on or before 30 November 2016.

(2) Refer to Resolution 1.

(3) Refer to Resolutions 1 and 2.

Risk Factors

The Company's primary risks relating to exploration and development activities will remain largely unchanged following completion of the Acquisition. 

Whilst Wildhorse has undertaken a due diligence process (including title and other risks) with respect to the acquisition of ASLP, it should be noted that the usual risks associated with start-up companies undertaking exploration and development activities of potash projects in Western Australia will remain at completion of the acquisition (see Schedule 2 of the Notice for details of certain further risks).

Shareholders and investors should also be aware that the Acquisition Agreement is conditional on Shareholder approval. Accordingly there is a risk that the transaction contemplated may be changed or not be completed. Should the Acquisition not complete, the monies paid, loaned or advanced by the Company in relation to the Acquisition may not be refunded.

Directors' recommendation

The Directors consider that the Acquisition is in the best interests of the Company and recommend that Shareholders vote in favour of Resolutions 1 and 2.

Plans for the Company if the Acquisition is not completed

If the Acquisition is not completed, the Company will continue with its current activities and continue to look for an alternate transaction or acquisitions to add value to the Company.

Forward looking statements

The forward looking statements in the Notice are based on the Company's current expectations about future events. They are, however, subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and its Directors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the forward looking statements in the Notice. These risks include but are not limited to, the risks described in Section 3.8 and Schedule 2 of the Notice. Forward looking statements include those containing words such as 'anticipate', 'estimates', 'should', 'will', 'expects', 'plans' or similar expressions.

Competent Person

The information in this Notice that relates to Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by Mr Ben Jeuken, who is a member Australian Institute of Mining and Metallurgy. Mr Jeuken is employed by Groundwater Science Pty Ltd, an independent consulting company. Mr Jeuken has sufficient experience, which is relevant to the style of mineralisation and type of deposit under consideration and to the activity, which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr Jeuken consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the explanatory memorandum.

A version of the ASX announcement and the Notice, is available on the Company's website www.wildhorse.com.au.

For further information please visit www.wildhorse.com.au or contact: