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ba4d26a841461785242c33.pdf
ASX Announcement
7 October 2015
Section 708A Notice
Level 9, 301 Coronation Drive, Milton QLD 4064 Australia
PO Box 2118, Toowong DC QLD 4066 Australia
phone + 61 (0) 7 3156 7777
fax + 61 (0) 7 3156 7776
www.carbonenergy.com.au
Carbon Energy Limited ABN 56 057 552 137
Carbon Energy (Operations) Pty Ltd ABN 61 105 176 967
The Company hereby provides notice to the ASX for the purpose of section 708A(5)(e) of the Corporations Act that it has issued 123,845,128 ordinary fully paid shares in the Company to Kam Lung Investment Development Company Ltd without disclosure to investors under Part 6D.2 of the Corporations Act.
The ordinary fully paid shares are issued in accordance with ASX Listing Rule 7.1. The Company states that as at the date of this notice:
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It has complied with the relevant provisions of Chapter 2M of the Corporations Act as they apply to the Company and section 674 of the Corporations Act; and
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It is not aware of any excluded information within the meaning of Sections 708A(7) and 708A(8) of the Corporations Act.
For and on behalf of the Board Catherine Costello
Chief Financial Officer & Company Secretary
Appendix 3B
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
New issue announcement, application for quotation of additional securities
and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13
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Name of entity
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Carbon Energy Limited
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We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
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1
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+Class of +securities issued or to be issued
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Ordinary fully paid shares.
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2
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Number of +securities issued or to be issued (if known) or maximum number which may be issued
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123,845,128 ordinary fully paid shares
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3
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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)
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Shares are issued on the same terms as existing ordinary fully paid shares.
Shares will be held in escrow for 12 months (Escrow Period) after issue and will not be sold, transferred or otherwise disposed or dealt during the Escrow Period without the prior written consent of the Company.
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4
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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:
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the date from which they do
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the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
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the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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The new shares will rank pari passu with existing shares on issue.
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5
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Issue price or consideration
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Deemed value of $0.01554 per share.
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6
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Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)
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To be used for general working capital including the pursuit of opportunities for business growth.
These shares are issued in accordance with ASX Listing Rule 7.1.
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6a
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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
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Yes
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6b
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The date the security holder resolution under rule 7.1A was passed
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20 November 2014
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6c
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Number of +securities issued without security holder approval under rule 7.1
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123,845,128
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6d
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Number of +securities issued with security holder approval under rule 7.1A
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Nil
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6e
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Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
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Nil
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6f
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Number of +securities issued under an exception in rule 7.2
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Nil
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6g
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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.
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Not applicable
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6h
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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
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Not applicable
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6i
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Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
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170,789,132
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7
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+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.
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7 October 2015
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Number
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+Class
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8
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Number and +class of all
+securities quoted on ASX (including the +securities in section 2 if applicable)
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1,479,063,701
443,696,404
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Ordinary fully paid shares
Listed options
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Number
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+Class
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61,728,395, $0.061 Options (subject to adjustments as provided for under the Credit Suisse Senior Secured Loan Facility Agreement), expiring 15 November 2015. Exercisable by cash settlement or physical settlement.
9,645,845, $0.061 Options (subject to adjustments as provided for under the Pacific Road Convertible Note Facility Agreement), expiring 15 November 2015.
3,084,000, $0.12 Options expiring 31 Dec 2015.
7,081,738 $0.026 Options expiring 15 October
2016.
7,000,000, $0.1678 Options (subject to adjustments as provided for under the Option Subscription Deed relating to Pro-rata issues, Bonus issues and reorganisations), expiring 18 January 2017.
28,000,000, $0.1678 Options (subject to adjustments as provided for under the Option Subscription Deed relating to Pro-rata issues, Bonus issues and reorganisations), expiring 25 February 2017.
9,495,080 $0.0301 Options expiring on 25
August 2017.
33,333,333 $0.06 Options expiring 30 June 2019.
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Number and +class of all
+securities not quoted on ASX (including the +securities in section 2 if applicable)
Not applicable
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Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)
Part 2 - Pro rata issue
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11
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Is security holder approval required?
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Not applicable
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12
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Is the issue renounceable or non- renounceable?
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Not applicable
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13
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Ratio in which the +securities will be offered
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Not applicable
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14
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+Class of +securities to which the offer relates
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Not applicable
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15
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+Record date to determine entitlements
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Not applicable
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16
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Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
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Not applicable
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17
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Policy for deciding entitlements in relation to fractions
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Not applicable
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18
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Names of countries in which the entity has security holders who will not be sent new offer documents
Note: Security holders must be told how their entitlements are to be dealt with.
Cross reference: rule 7.7.
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Not applicable
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19
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Closing date for receipt of acceptances or renunciations
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Not applicable
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20
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Names of any underwriters
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Not applicable
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21
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Amount of any underwriting fee or commission
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Not applicable
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22
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Names of any brokers to the issue
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Not applicable
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23
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Fee or commission payable to the broker to the issue
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Not applicable
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24
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Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
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Not applicable
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25
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If the issue is contingent on security holders' approval, the date of the meeting
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Not applicable
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26
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Date entitlement and acceptance form and offer documents will be sent to persons entitled
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Not applicable
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27
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If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
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Not applicable
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28
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Date rights trading will begin (if applicable)
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Not applicable
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29
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Date rights trading will end (if applicable)
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Not applicable
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30
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How do security holders sell their entitlements in full through a broker?
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Not applicable
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31
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How do security holders sell part
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Not applicable
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of their entitlements through a broker and accept for the balance?
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32
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How do security holders dispose of their entitlements (except by sale through a broker)?
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Not applicable
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33
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+Issue date
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Not applicable
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Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
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34
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Type of +securities (tick one)
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(a)
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+Securities described in Part 1
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(b)
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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
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Entities that have ticked box 34(a)
Additional securities forming a new class of securities
Tick to indicate you are providing the information or documents
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35
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If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities
held by those holders
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36
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If the +securities are +equity securities, a distribution schedule of the additional
+securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
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37
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A copy of any trust deed for the additional +securities
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Entities that have ticked box 34(b)
Not applicable
38 Number of +securities for which
+quotation is sought
Not applicable
39 +Class of +securities for which quotation is sought
Not applicable
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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:
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the date from which they do
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the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
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the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
Not applicable
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Reason for request for quotation now
Example: In the case of restricted securities, end of restriction period
(if issued upon conversion of another +security, clearly identify that other +security)
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Number
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+Class
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Not applicable
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Number and +class of all
+securities quoted on ASX (including the +securities in clause 38)
Quotation agreement
1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
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We warrant the following to ASX.
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The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those +securities should not be granted
+quotation.
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An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
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Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
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If we are a trust, we warrant that no person has the right to return the
+securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
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We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
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We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before
+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
Sign here: Date: 7 October 2015
Company Secretary
Print name: Catherine Costello
== == == == ==
Appendix 3B - Annexure 1
Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities
Introduced 01/08/12 Amended 04/03/13
Part 1
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Rule 7.1 - Issues exceeding 15% of capital
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Step 1: Calculate 'A', the base figure from which the placement capacity is calculated
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Insert number of fully paid +ordinary securities on issue 12 months before the
+issue date or date of agreement to issue
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1,271,556,041
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Add the following:
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Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2
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Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval
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Number of partly paid +ordinary securities that became fully paid in that 12 month period
Note:
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Include only ordinary securities here - other classes of equity securities cannot be added
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Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed
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It may be useful to set out issues of securities on different dates as separate line items
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16/10/14 - 1,750,730 Ordinary Shares (exercise of unlisted options)
31/10/14 - 49,144,305 Ordinary Shares (Share Purchase Plan)
31/10/14 - 2,000 Ordinary Shares (exercise of listed options)
01/12/14 - 10,000 Ordinary Shares (exercise of listed options)
01/12/14 - 5,541,564 Unlisted Options (Approved at 2014 AGM)
Total: 56,448,599
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Subtract the number of fully paid +ordinary securities cancelled during that 12 month period
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Nil
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'A'
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1,328,004,640
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Step 2: Calculate 15% of 'A'
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'B'
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0.15
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[Note: this value cannot be changed]
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Multiply 'A' by 0.15
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199,200,696
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Step 3: Calculate 'C', the amount of placement capacity under rule
7.1 that has already been used
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Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:
7.1 or rule 7.4
Note:
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This applies to equity securities, unless specifically excluded - not just ordinary securities
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Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed
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It may be useful to set out issues of securities on different dates as separate line items
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15/10/14 - 10,033,239 Ordinary Shares 15/10/14 - 4,611,403 Unlisted Options 31/10/14 - 1,200,000 Ordinary Shares 01/12/14 - 2,838,455 Ordinary Shares 02/03/15 - 4,272,115 Ordinary Shares 02/06/15 - 4,935,944 Ordinary Shares 28/05/15 - 9,475,744 Ordinary Shares 7/10/15 - 123,845,128 Ordinary Shares
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'C'
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161,212,028
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Step 4: Subtract 'C' from ['A' x 'B'] to calculate remaining placement capacity under rule 7.1
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'A' x 0.15
Note: number must be same as shown in Step 2
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199,200,696
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Subtract 'C'
Note: number must be same as shown in Step 3
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161,212,028
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Total ['A' x 0.15] - 'C'
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37,988,668
[Note: this is the remaining placement capacity under rule 7.1]
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