13 September 2016 The Manager
Market Announcements Office Australian Securities Exchange Exchange Centre
20 Bridge Street
SYDNEY NSW 2000
ABN 88 060 628 202
Unit 1, 4 Canning Road Kalamunda, Western Australia 6076 Telephone: (08) 94667770
email: [email protected]
CLEANSING NOTICE UNDER SECTION 708A THE CORPORATIONS ACT 2001 (CTH)
Comet Resources Limited ("Comet" or the "Company") advises that it has issued the following securities.
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24,758,625 fully paid ordinary shares pursuant to the ratification of Resolutions 3, 5, 6, 7
& 8 at the General Meeting of Shareholders held on 26 August 2016.
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12,000,000 Unlisted Options exercisable at $0.04 on or before 31 December 2019 pursuant to the ratification of Resolutions 4 & 5 at the General Meeting of Shareholders held on 26 August 2016.
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12,000,000 Unlisted Options exercisable at $0.10 on or before 31 December 2019 pursuant to the ratification of Resolutions 4 & 5 at the General Meeting of Shareholders held on 26 August 2016.
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12,000,000 Incentive Options subject to vesting conditions exercisable at $0.001 on or before 30 July 2021 pursuant to the ratification of Resolutions 9, 10, 11, 12 & 13 at the General Meeting of Shareholders held on 26 August 2016.
An Appendix 3B is attached with respect to the new securities issued.
The Company gives this Notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act").
The shares of the Placement were issued without disclosure to investors under Part 6D.2 of the Corporations Act.
As at the date of this Notice, the Company has complied with:
As at the date of this Notice, there is no excluded information for the purposes of section 708A(7) of the Corporations Act that is reasonable for investors and their professional advisers to expect to find in a disclosure document.
For further information please contact:
Mr Tony Cooper
Comet Resources Limited Tel (08) 9466 7770
Email [email protected] Web Page www.cometres.com.au
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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COMET RESOURCES 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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Fully Paid Ordinary Shares ("FPO")
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Options exercisable at $0.04 each on or before 31 December 2019 ("Unquoted Options")
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Options exercisable at $0.10 each on or before 31 December 2019 ("Unquoted Options")
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Incentive Options exercisable at $0.001 each on or before 30 July 2021 ("Unquoted Incentive Options")
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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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(a) 24,758,625 FPO
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12,000,000 Unquoted Options
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12,000,000 Unquoted Options
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12,000,000 Unquoted Incentive Options
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+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 1
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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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FPO.
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Options exercisable at $0.04 each on or before 31 December 2019 ("Unquoted Options")
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Options exercisable at $0.10 each on or before 31 December 2019 ("Unquoted Options")
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Are options exercisable at $0.001 each on or before 30 June 2021, subject to the following vesting conditions:
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Tranche 1 50% of the Incentive Options shall vest on 1 July 2017 subject to the Related Party remaining an officer, employee or consultant to the Company at the time of vesting (failing which, any unvested Incentive Options will lapse);
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Tranche 2 the remaining 50% of the Incentive Options shall vest upon the Company achieving one of the following milestones:
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All Incentive Options will vest immediately upon a change of control or takeover.
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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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Yes, rank equally with existing quoted shares
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No, but options may convert into FPO
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No, but options may convert into FPO
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No, but options may convert into FPO
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5
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Issue price or consideration
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$0.02 per FPO
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$0.0001 per Unquoted Option
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$0.0001 per Unquoted Option
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$0.0001 per Unquoted Incentive Options
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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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Issue of securities was approved by Shareholders pursuant to resolutions 3, 4, 5, 6, 7, 8, 9, 10, 11, 12
& 13 at the General Meeting of the Company held on 26 August 2016.
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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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At the Company's Annual General Meeting held on 12 November 2015
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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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Not applicable
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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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Not applicable
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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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Not applicable
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6f
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Number of +securities issued under an exception in rule 7.2
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Not applicable
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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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+ See chapter 19 for defined terms.
04/03/2013 Appendix 3B Page 3