CARNABY RESOURCES LIMITED — Share Issue/Capital Change 2019

Apr 22, 2019

ASX Announcement 23 April 2019

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The Manager Company Announcements Office ASX Limited Level 6, 20 Bridge Street SYDNEY NSW 2000

NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

Berkut Minerals Limited (ACN 610 855 064) ( Company ) has issued 41,666,666 fully paid ordinary shares ( Shares ) and 9,000,000 options.

The Company gives notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ) that:

• a) the Company issued the Shares without disclosure under Part 6D.2 of the Corporations Act; and

• b) as at the date of this notice, the Company has complied with:

• i. the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

• ii. section 674 of the Corporations Act; and

• c) as at the date of this notice, there is no information to be disclosed which is excluded information (as defined in section 708A(7) of the Corporations Act) that is reasonable for investors and their professional advisers to expect to find in a disclosure document.

An Appendix 3B relating to the issue of these securities is attached to this announcement.

Aaron Bertolatti Company Secretary Ph: +61 8 9320 2320 Email: admin@berkutminerals.com.au

Registered Office 78 Churchill Avenue Subiaco Western Australia 6008 T: +61 8 9320 2320 berkutminerals.com.au

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

Name of entity

Berkut Minerals Limited

ACN

610 855 064

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).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 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)	(a) and (b) - Fully paid ordinary shares (Shares) (c) and (d)-Unlisted options (Options)
	(a) 20,512,820 (b) 21,153,846 (c) 6,000,000 (d) 3,000,000
	(a) Fully paid ordinary shares (b) Fully paid ordinary shares (18,750,000 shares are subject to voluntary escrow for a period of 12 months) (c) Unlisted options exercisable at $0.09 each on or before 23 April 2024 (subject to voluntary escrow for a period of 12 months) (d) Unlisted options exercisable at $0.10 each on or before 23 April 2024 (subject to voluntary escrow for a period of 12 months)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 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: •the date from which they do •the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment •the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a 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	(a) and (b) - Shares – Yes (however 18,750,000 Shares are subject to voluntary escrow for a period of 12 months) (c) and (d) - Options–No, however Shares issued on exercise of the Options will rank equally with existing fully paid ordinary shares currently on issue in the Company
	(a) $0.078 per Share (b), (c) and (d) – no issue price. Issued in consideration for the acquisition of exploration assets in Queensland and Western Australia as announced on 12 March 2019 and detailed in the notice of meeting for the shareholders meeting held on 18 April 2019 (Acquisition)
	(a) Issued of Shares to the participants of the capital raising announced on 12 March 2019 (Capital Raising). Funds raised under the Capital Raising will be applied towards exploration and development of the projects proposed to be acquired as part of the Acquisition. (b), (c) and (d) – Issue of Shares and Options in consideration for the Acquisition. Further details are set out in the ASX announcement released on 12 March 2019 and the notice of meeting for the shareholders meeting held on 18 April 2019.
	Yes

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g 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. 6h 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 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +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. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	27 November 2018	27 November 2018
	Nil
	Nil
	(a) 20,512,820 Shares (b) 21,153,846 Shares (c) 6,000,000 Options (d) 3,000,000 Options
	Nil
	Not applicable
	Not applicable
	7.1 capacity – 14,397,499 7.1A capacity – 9,598,333
	23 April 2019
	Number	+Class
	95,983,332	Fully paid ordinary shares (18,750,000 Shares are subject to voluntary escrow until 18 April 2020)

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) art 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	Number	+Class
	6,000,000 3,000,000 2,500,000 1,000,000 750,000 750,000 2,300,000	Unlisted Options ($0.09, 18 April 2024) (subject to voluntary escrow until 23 April 2020) Unlisted Options ($0.10, 18 April 2024) (subject to voluntary escrow until 23 April 2020) Unlisted Options ($0.25, 31 Dec 2019) Unlisted Options ($0.30, 31 Dec 2019) Unlisted Options ($0.50, 31 Dec 2020) Unlisted Options ($0.65, 31 Dec 2020) Unlisted Options ($0.001, 30 Nov 2020)
	Unchanged
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

18 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. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 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 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable)	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

30 How do security holders sell their Not applicable entitlements in full through a broker? 31 How do security holders sell part Not applicable of their entitlements through a broker and accept for the balance? 32 How do security holders dispose Not applicable of their entitlements (except by sale through a broker)? 33 +Issue date Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[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

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

• 35[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

• 36 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

• 37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

38 Number of+securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 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: •the date from which they do •the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment •the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 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)	Not applicable
	Not applicable
	Not applicable
	Not applicable

Number +Class

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

42 Number and +class of all Not applicable +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.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• 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

• 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.

• 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.

• 3 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.

• 4 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: Print name:

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Aaron Bertolatti

Date: 23 April 2019

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

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

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary 54,316,666 securities on issue 12 months before the +issue date or date of agreement to issue Add the following: • 20,512,820 fully paid ordinary shares (the subject of this Appendix 3B) issued with

• • Number of fully paid[+] ordinary shareholder approval obtained on 18 April

• securities issued in that 12 month 2019

• period under an exception in rule 7.2 • 21,153,846 fully paid ordinary shares (the

• • Number of fully paid[+] ordinary subject of this Appendix 3B) issued with securities issued in that 12 month shareholder approval obtained on 18 April period with shareholder approval 2019

• • Number of partly paid[+] ordinary securities that became fully paid in that 12 month period

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

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Subtract the number of fully paid Nil
+ordinary securities cancelled during that
12 month period
“A” 95,983,332
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 14,397,499
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insert number of [+] equity securities issued Nil
or agreed to be issued in that 12 month
period not counting those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under
rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
“C” Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 14,397,499
Note: number must be same as shown in
Step 2
Subtract “C” Nil
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 14,397,499
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A” 95,983,332
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10 9,598,333
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number of [+] equity securities issued Nil
or agreed to be issued in that 12 month
period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
“E” Nil
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10 9,598,333
Note: number must be same as shown in
Step 2
Subtract “E” Nil
Note: number must be same as shown in
Step 3
Total [“A” x 0.10] – “E” 9,598,333
Note: this is the remaining placement
capacity under rule 7.1A
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• See chapter 19 for defined terms.

Appendix 3B Page 11

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