COKAL LIMITED — Capital/Financing Update 2019

Jun 18, 2019

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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)	Fully Paid Ordinary Shares (New Shares)
	Up to approximately 102,105,270 New Shares are expected to be issued under a 1 for 8 fully underwritten pro rata non- renounceable entitlement offer, as detailed in the ASX announcement dated 18 June 2019 (Entitlement Offer). The exact number of New Shares to be issued under the Entitlement Offer is subject to rounding up of fractional entitlements and assuming none of the existing options are exercised before the Entitlement Offer Record Date.
	The Shares are fully paid ordinary shares in the Company and rank equally with existing ordinary shares on issue.

• See chapter 19 for defined terms.

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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 rank equally in all respects from the date of issue.
	$0.05 per New Share
	The proceeds from the Entitlement Offer will be used to commence the initial infrastructure development at the Company’s premier metalliferous coal mine, BBM.
	Yes
	30 November 2018
	Nil
	Nil
	Nil
	Up to approximately 102,105,270 New Shares are expected to be issued under the Entitlement Offer

• See chapter 19 for defined terms. Appendix 3B Page 2

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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)	Not applicable	Not applicable	Not applicable
	Not applicable
	Remaining issue capacity:  Rule 7.1= 81,859,493  Rule 7.1A = 87,026,688
	The issue date for New Shares issued under the Entitlement Offer is scheduled for 22 July 2019 The issue date for New Shares issued under the Shortfall Offer is scheduled for 29 July 2019
	Number		+Class
	918,947,429		Ordinary Shares
	Number	+Class
	1,000,000	Options ($0.10 @ 19-Sep-2020)
	1,000,000	Options ($0.12 @ 22-Dec-20, vesting on production of 100,000 tonnes of coal)
	4,000,000	Options ($0.15 @ 22-Dec-20 vesting on achieving a consistent production rate for three months of 45,000 tonnes of coal per month.)
	75,000,000	Options ($0.016 @ 16-Feb-2023, vesting on all Platinum loans being released and discharged under the Debt Restructure Transaction.)

• See chapter 19 for defined terms.

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1,000,000	Options ($0.045 @ 20-Dec-2021)
3,000,000	Options ($0.045 @ 20-Dec-2021, vesting upon production of 20,000 tonnes per month of coal (including PCI) for three consecutive months)
3,000,000	Options ($0.055 @ 20-Dec-2021, vesting upon production of 40,000 tonnes per month of coal (including PCI) for three consecutive months)
3,000,000	Options ($0.07 @ 20-Dec-2021, vesting upon commencement of shallow river barging)
5,000,000	Options ($0.10 @ 20-Dec-2021, vesting upon first shipment of coking coal from BBM)

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

Part 2 - Bonus issue or pro rata issue

• 11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable?

• 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

No Non-renounceable 1 New Share for every 8 existing fully paid ordinary shares in Cokal Limited at the record date for the Entitlement Offer Fully paid ordinary shares 24 June 2019 (7.00pm AWST) Fractional entitlements will be rounded up to the nearest whole number of shares.

• See chapter 19 for defined terms.

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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 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)	United States of America, United Kingdom, India, United Arab Emirates, Cyprus, Italy, Singapore, British Virgin Islands, France and Indonesia
	The Entitlement Offer is scheduled to close on 15 July 2019 (5.00pm AWST) The Shortfall Offer is scheduled to close on 22 July 2019 (5.00pm AWST)
	Aahana Mineral Resources Sdn Bhd
	Underwriting fee of 5%
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	26 June 2019
	19 June 2019
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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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 +Issue date	Not applicable
	Not applicable
	Not applicable
	The issue date for New Shares issued under the Entitlement Offer is scheduled for 22 July 2019 The issue date for New Shares issued under the Shortfall Offer is scheduled for 29 July 2019

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

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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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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

==> picture [99 x 43] intentionally omitted <==

Company Secretary 18 June 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	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the+issue date or date of agreement to issue	721,291,588
Addthe following: • Number of fully paid+ordinary securities issued in that 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	9,370,031 shares (20/12/2018) 21,000,000 shares (26/3/2019) 750,000 shares (issued 15/4/2019) 2,800,000 shares (issued 15/4/2019) 12,950,000 shares (issued 30/5/2019) 102,105,270 shares approx. (Entitlement Offer)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	-
“A”	870,266,889

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15
Multiply“A” by 0.15	130,540,033
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 differentdates as separate line items	540,540 shares (3 August 2018) 16,890,000 shares (10 January 2019) 3,125,000 shares (11 January 2019) 28,125,000 shares (28 March 2019)
“C”	48,680,540
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15	130,540,033
Subtract“C”	48,680,540
Total[“A” x 0.15] – “C”	81,859,493

• See chapter 19 for defined terms. Appendix 3B Page 10

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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

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	870,266,889
Step 2: Calculate 10% of “A”
“D”	0.10
Multiply“A” by 0.10	87,026,688
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	-
“E”	-
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	87,026,688
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	87,026,688

• See chapter 19 for defined terms.

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