Empire Oil & Gas NL : Quarterly Cashflow Report (Appendix 5B) – June 2014

W E B w w w . e m p i r e o i l . c o m . a u

S T R A L I A

1 August 2014

The Manager

Company Announcements Office

Australian Securities Exchange

20 Bridge Street

SYDNEY NSW 2000

Revised Empire Quarterly Cashflow Report (Appendix 5B) - June 2014

Empire advises that the Quarterly Cashflow Report (Appendix 5B) for the June 2014 quarter which was lodged with the ASX on 31 July 2014 had errors in Sections 7.7 and 7.10 regarding the outstanding options on issue. Please find attached an amended Quarterly Cashflow Report (Appendix 5B) for the June 2014 quarter.

The report lodged on 31 July 2014 incorrectly categorized that 140,000,000 options had expired during the June 2014 quarter. These options are still on issue with an exercise price of 1.7 cents each and do not expire until 28 November 2014.

Empire apologizes for any inconvenience that this may have caused.

Yours faithfully

Kent Quinlan

Company Secretary

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10.

Rule 5.3

Name of entity

ABN Quarter ended ("current quarter")

Cash flows related to operating activities

1.1 Receipts from product sales and related debtors*

1.2 Payments for (a) exploration and evaluation

(b) development

(c) production

(d) administration

1.3 Dividends received

1.4 Interest and other items of a similar nature received

1.5 Interest and other costs of finance paid

1.6 Income taxes paid

1.7 Other (net GST receipts/payments) #

Net Operating Cash Flows

* Proceeds actually receivedin the quarter from the sale of condensate only (including Empire's share of the back- payment of escrowed condensate sales; gas supplied to Alcoa Australia Limited was prepaid pursuant to the Gas Sales Agreement.

# Includes Research & Development refund

+ See chapter 19 for defined terms.
01/05/2013 - Appendix 5B Page 1

Current quarter

$A'000

1.23 Aggregate amount of payments to the parties included in item 1.2 (203)

1.24 Aggregate amount of loans to the parties included in item 1.10 -

1.25 Explanation necessary for an understanding of the transactions

Quarter 4 payments are directors' fees of $37,505 and $165,940 to ERM Power Limited for seconded key management personnel.

2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

Nil

2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

N/A

+ See chapter 19 for defined terms.
Page 2 01/05/2013 - Appendix 5B

Add notes as necessary for an understanding of the position.

3.1 Loan facilities

3.2 Credit standby arrangements ***

*** The terms of the credit facility were disclosed in the December 2013 half-yearly financial statements. On 30 June
2014, the credit facility was increased to $3 million and its expiry extended to 31 August 2014.

4.1 Exploration and evaluation

4.2 Development

4.3 Production

4.4 Administration

Pre-paid gas is supplied to Alcoa Australia Limited pursuant to the Gas Sales Agreement. The sale of condensate is based upon the USD$ per barrel Brent oil price. Total JV condensate sales for June to August (receipts in September quarter) is projected at 22,300 barrels. The Company's interest in the proceeds of condensate sales will be at 76.39% (approximately $1.7m). Estimated cash outflows for the quarter are higher as a result of Empire paying for the Red Gully-1 B Sand Perforation Program and some of the Red Gully Facility maintenance shutdown, Development cashflows also include some initial costs of the improvement projects for the Red Gully Facility. The above cashflows do not include the repayment of the credit facility if it were to occur.

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.

6.1 Interests in mining tenements relinquished, reduced or lapsed

+ See chapter 19 for defined terms.
01/05/2013 - Appendix 5B Page 3

6.2 Interests in mining tenements

acquired or increased

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

7.11 Debentures

(totals only)

+ See chapter 19 for defined terms.
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7.12 Unsecured notes

(totals only) - -

1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).

2 This statement does give a true and fair view of the matters disclosed.

Sign here: Date: 31 July 2014

Chief Executive Officer

Print name: K Aitken

1 The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

2 The "Nature of interest" (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items

6.1 and 6.2.

3 Issued and quoted securities: The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities.

4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive

Industries and AASB 1026: Statement of Cash Flows apply to this report.

5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

+ See chapter 19 for defined terms.
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