CARNABY RESOURCES LIMITED — Capital/Financing Update 2021

Oct 28, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

CARNABY RESOURCES LIMITED

Date of this announcement

Friday October 29, 2021

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
CNBAC	OPTION EXPIRING VARIOUS DATES EX	2,500,000	28/10/2021
	VARIOUS PRICES

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

CARNABY RESOURCES LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

610855064

1.3 ASX issuer code

CNB

1.4 The announcement is

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New announcement

1.5 Date of this announcement

29/10/2021

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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has an existing ASX security code ("existing class")

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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code and description

CNBAC : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Date the +securities the subject of this notification were issued

28/10/2021

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Robert Watkins	COSMO HOLDINGS (WA) PTY LTD	1,000,000
Gregory Barrett	HOOKIP PTY LTD FAMILY A/C>	400,000

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Issued as a performance linked incentive component in the remuneration package of employees of the Company pursuant to the Company's Employee Share Option Plan (Option Plan).

A summary of the terms of the Option Plan can be found in Schedule 2 of the Company's Notice of Annual General Meeting lodged with the ASX on 24 September 2021, which is available at: https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02425769-6A1051945?access_token=8 3ff96335c2d45a094df02a206a39ff4

Any other information the entity wishes to provide about the +securities the subject of this notification

2,500,000 Unlisted Options: Exercise price $0.45 per option; Vesting 28 October 2022; and Expiring 27 October 2025.

Exercise price set at a 50% premium to the 10 day VWAP of the Company's closing share price prior to the offer of the Unlisted Options.

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

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Number of +securities

2,500,000

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
CNB : ORDINARY FULLY PAID	117,945,637
4.2 Unquoted +Securities (Total number of each +class of +securities issued but	not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
CNBAD : OPTION EXPIRING 30-JUN-2023 EX 12C	250,000
CNBAC : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	12,455,000

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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