COKAL LIMITED — Share Issue/Capital Change 2019

Apr 28, 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 Fully Paid Ordinary Shares (Shares) 2 2,800,000 Shares 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 The Shares are fully paid ordinary shares in the Company options, exercise price and expiry date; if partly and rank equally with existing ordinary shares on issue. paid[+] securities, the amount outstanding and due dates for payment; if[+] convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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Appendix 3B 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 rank equally in all respects from the date of issue.
	2,800,000 Shares at an issue price of $0.016 on conversion of options ($0.016 @ 10-Jan-2023 options)
	2,800,000 Shares issued on exercise of options ($0.016 @ 10-Jan-2023 options)
	Yes
	30 November 2018
	Nil
	Nil
	Nil
	2,800,000 Shares

• See chapter 19 for defined terms.

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6g	If securities issued under rule 7.1A, was issue	Not applicable	Not applicable
	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	Not applicable
	non-cash consideration, state date on which
	valuation of consideration was released to ASX
	Market Announcements
6i	Calculate the entity’s remaining issue capacity	Remaining issue		capacity:
	under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	§ §	Rule 7.1= 64,601,202 Rule 7.1A = 75,521,161
7	Dates of entering +securities into uncertificated	29 April 2019
	holdings or despatch of certificates
		Number		+Class
8	Number and+class of all+securities quoted on	803,892,159		Ordinary Shares
	ASX (_including_the securities in section 2 if
	applicable)

	Number		+Class
	803,892,159		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.)
	1,000,000	Options
		($0.045 @ 20-Dec-2021)

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	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)
	12,950,000	Options ($0.016 @ 10-Jan-2023)
	N/A

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

• 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)
30	How do +security holders sell their entitlements
	in full through a broker?

• See chapter 19 for defined terms.

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• 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

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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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)	2,800,000	2,800,000
	Fully paid ordinary shares (Shares)
	Yes
	2,800,000 Shares at an issue price of $0.016 on conversion of options ($0.016 @ 10-Jan-2023 options)
	Number	+Class
	803,892,159	Ordinary Shares

• See chapter 19 for defined terms.

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Appendix 3B 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

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

Company Secretary 29 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

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)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	-
“A”	755,211,619

• 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	113,281,742
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	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	113,281,742
Subtract“C”	48,680,540
Total[“A” x 0.15] – “C”	64,601,202

• 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	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	755,211,619
Step 2: Calculate 10% of “A”
“D”	0.10
Multiply“A” by 0.10	75,521,161
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	75,521,161
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	75,521,161

• See chapter 19 for defined terms.

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