COKAL LIMITED — Capital/Financing Update 2017

Oct 19, 2017

T
+61
2
8823
3179 E info@cokal.com.au Level
5,
56
Pitt
Street,
Sydney
NSW
2000

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ABN
55
082
541
437

(ASX:
CKA) www.cokal.com.au

20 October 2017

Convertible Note – Appendix 3B

Cokal Limited (“Cokal” or the “Company”) (ASX:CKA) advises that it has drawn down Tranche A under the Convertible Note Agreement announced on 11 October 2017. On receipt of A$2,000,000, Cokal has issued 1,577,234 Convertible Notes (taking into account the USD exchange rate) as set out in the attached Appendix 3B.

Conversion of the Convertible Notes will not take place until the Investor gives notice to convert the Convertible Notes or any part thereof into fully paid ordinary shares. In accordance with the Listing Rules, the Company will notify the market at the time of any conversion, should this take place.

Ends

Louisa Youens Company Secretary Cokal Limited P: +61 (2) 8823 3179

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

Name of entity

Cokal Limited

ABN

55 082 541 437

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

Convertible Notes

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

• 1,577,234 Convertible Notes (convertible into 41,986,334 Shares, using variables at time of issue of Convertible Notes . Actual number of Shares determined at time of conversion)

• 3 Principal terms of the[+] securities (eg, 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)

• Maturity is 12 months from date of issue. Convertible at any time at the lesser of:

• a) AU$0.10 per share; or

• b) a 10% discount from the average of the lowest four daily VWAPs in the ten trading days prior to conversion

• See chapter 19 for defined terms.

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Appendix 3B Page 1

Appendix 3B New issue announcement New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment 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 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	The Shares issued upon conversion of the Convertible Notes will rank equally with fully paid shares
	USD1.00 per Convertible Note
	Initial Funding for BBM PCI, general business and working capital
	Yes
	29 November 2016
	1,577,234 Convertible Notes (convertible into, using variables at time of issue, 41,986,334 fully paid ordinary shares)
	Nil
	Nil
	Nil

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 2

Appendix 3B New issue announcement

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 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable) 9 Number and+class of all+securities not quoted on ASX (_including_the securities in section 2 if applicable)	N/A	N/A	N/A
	N/A
	Remaining issue capacity, if 41,986,334 fully paid ordinary shares are issued on conversion of the Convertible Notes: § Rule 7.1= 45,702,571 § Rule 7.1A = 39,864,825
	19October 2017
	Number		+Class
	612,812,149		Ordinary Shares
	Number	+Class
	10,000,000	Options ($0.126 @ 24-Feb-19)
	25,000,000	Options ($0.13 @ 6-Feb-19, unless a prescribed event occurs, in which case 6-Feb-23)
	15,000,000	Options ($0.20 @ 27-Aug-18, unless a prescribed event occurs, in which case 27-Aug-22)
	1,000,000	Options ($0.10 @ 19-Sep-2020)
	1,577,234	Convertible Notes

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

• See chapter 19 for defined terms.

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Appendix 3B Page 3

Appendix 3B New issue announcement New issue announcement

Part 2 - Bonus issue or 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
18	Names of countries in which the entity has
	+security holders who will not be sent new
	issue 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

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 4

Appendix 3B New issue announcement

25	If the issue is contingent on +security holders’
	approval, the date of the meeting
26	Date entitlement and acceptance form and
	prospectus or Product Disclosure Statement
	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)
30	How do +security holders sell their entitlements
	in full through a broker?
31	How do +security holders sell part of their
	entitlements through a broker and accept for
	the balance?
32	How do +security holders dispose of their
	entitlements (except by sale through a broker)?
33	+Despatch date

• See chapter 19 for defined terms.

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Appendix 3B Page 5

Appendix 3B New issue announcement New issue announcement

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

• See chapter 19 for defined terms. Appendix 3B Page 6

01/08/2012

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

• 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 date of allotment 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)

• 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Number +Class

• See chapter 19 for defined terms.

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Appendix 3B Page 7

Appendix 3B New issue announcement New issue announcement

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.

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

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

5. § 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.

• 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.

• We give ASX the information and documents required by this form. If any information or document not available now, 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.

On behalf of the Board Louisa Martino Company Secretary 19 October 2017

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• See chapter 19 for defined terms. Appendix 3B Page 8

01/08/2012

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

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Insert number of fully paid [+] ordinary securities on issue 593,092,704
12 months before the [+] issue date or date of agreement to
issue
Add the following:
• Number of fully paid [+] ordinary securities issued in that Nil
12 month period under an exception in rule 7.2
• Number of fully paid [+] ordinary securities issued in that
12 month period with shareholder approval
• 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
Subtract the number of fully paid [+] ordinary securities -
cancelled during that 12 month period
“A” 593,092,704
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• See chapter 19 for defined terms.

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Appendix 3B Page 9

Appendix 3B New issue announcement New issue announcement

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15
Multiply“A” by 0.15	88,963,905
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued 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	275,000 shares (15 August 2017) 1,000,000 unlisted options (19 Sept 2017) 41,986,334 shares (est. on conversion of Convertible Note)
“C”	43,261,334
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15	88,963,905
Subtract“C”	43,261334
Total[“A” x 0.15] – “C”	45,702,571

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 10

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities	Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	593,092,704
Step 2: Calculate 10% of “A”
“D”	0.10
Multiply“A” by 0.10	59,309,270
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued 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	19,444,445
“E”	19,444,445
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	59,309,270
Subtract“E” Note: number must be same as shown in Step 3	19,444,445
Total[“A” x 0.10] – “E”	39,864,825

• See chapter 19 for defined terms.

01/08/2012 Legal/49538228_1

Appendix 3B Page 11