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COMET RIDGE LIMITED Capital/Financing Update 2012

Aug 6, 2012

64686_rns_2012-08-06_51cec9d8-8b40-410a-b1e6-46eaf5d4a572.pdf

Capital/Financing Update

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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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Comet Ridge Limited

ABN

47 106 092 577

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

2 Number of[+] securities issued or to be issued (if known) or maximum Up to approximately 77,055,286 Shares to be number which may be issued issued under the accelerated non-renounceable 1 for 4 entitlement offer ( Entitlement Offer ) announced to ASX on 7 August 2012 which comprises an offer to eligible institutional shareholders on Comet Ridge ( Institutional Entitlement Offer ) and an offer to eligible retail shareholders of Comet Ridge ( Retail Entitlement Offer ) (subject to rounding up of fractional entitlements and the exercise of the options before the record date for the Entitlement Offer).

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1 ME_93687491_1 (W2003)

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)
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)
Fully Paid Ordinary Shares issued on the same
basis as all other fully paid ordinary shares.
The issued Ordinary Shares will rank equally
with the existing class of quoted Shares
$0.10 per share
The proceeds of the Entitlement Offer will be
used to fund Comet Ridge’s exploration and
appraisal activities for 2012/2013 and provide
for additional working capital.
  • 7 Dates of entering[+] securities into uncertificated holdings or despatch In relation to the shares issued under the of certificates Institutional Entitlement Offer: 17 August 2012.

In relation to the shares issued under the Retail Entitlement Offer: 5 September 2012.

8
Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 2 if applicable)
Number +Class
Up to approximately
385,276,430
Ordinary fully paid
Shares
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 2 ME_93687491_1 (W2003)

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause 2
if applicable)
Number +Class
Unlisted options
500,000
500,000
500,000
1,000,000
Performance Rights
905,000
500,000
500,000
Options exercisable at
50
cents
expiry
30/11/2013
Options exercisable at
65
cents
expiry
31/01/2014
Options exercisable at
50
cents
expiry
28/02/2014
Options exercisable at
65
cents
expiry
31/03/2014
Performance
Rights
(vesting 1 July 2013)
Performance
Rights
(vesting 31 Dec 2012)
Performance Rights
(vesting 31 Dec 2013)

10 Dividend policy (in the case of a trust, distribution policy) on the Not Applicable increased capital (interests)

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
No
Non-Renounceable
1 ordinary share for every 4 ordinary shares
held as at the Record Date
Ordinary fully paid Shares
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3 ME_93687491_1 (W2003)

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
7.00pm AEST on 10 August 2012
No
Where fractions arise in the calculation of
entitlements, they will be rounded up to the
nearest whole number of new Shares.
Shareholders
with
addresses
outside
of
Australia and New Zealand other than
countries which the Company considers it
reasonable to make the offer.
Institutional Offer: 8 August 2012
Retail Entitlement Offer: 29 August 2012
Not Applicable
Not Applicable
Wilson HTM Corporate Finance Limited
(Wilson HTM)
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 4 ME_93687491_1 (W2003)

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

Comet Ridge must pay to Wilson HTM a
management fee of 0.75% of all funds raised
(exclusive of GST).
Comet Ridge must also pay to Wilson HTM a
selling commission equal to 3.5% of the
amounts raised by Wilson HTM under the
Institutional Entitlement Offer (other than
funds
raised
from
certain
existing
shareholders) and the placement of any
subsequent
shortfall
under
the
Retail
Entitlement Offer.
Comet Ridge and Wilson HTM may also
engage other brokers or intermediaries to
assist with the entitlement offer and any
subsequent placement of the shortfall from the
Retail Entitlement Offer (if any). Fees may be
payable to any such brokers or intermediaries.
Comet Ridge will pay a handling fee of 1.5%
of the application amount (plus GST), subject
to a maximum handling fee of $200 under the
Retail Entitlement Offer to full service
stockbrokers (being those entities being
recognised as full service brokers or non-
advisory brokers by the ASX) who submit a
valid claim for a handling fee on successful
applications under the Retail Entitlement
Offer.
Not Applicable
The Institutional and Retail Entitlements will
be made without disclosure to investors and a
cleansing notice in accordance with section
708AA of the Corporations Act 2001 (Cth)
(the Act) in respect of the Entitlement Offer. A
retail entitlement offer booklet and entitlement
acceptance form will be lodged with the ASX
and mailed to eligible retail shareholders on or
about 15 August 2012.
The Company has secured from all option
holders a waiver of their entitlement to
participate in the Retail Entitlement Offer.
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5 ME_93687491_1 (W2003)

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
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
6 September 2012

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

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 6 ME_93687491_1 (W2003)

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)

38 Number of securities for which +quotation is sought Not Applicable 39 Class of +securities for which quotation is sought Not Applicable 40 Do the[+] securities rank equally in all respects from the date of allotment Not Applicable 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 Not Applicable Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the Not Applicable securities in clause 38)

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7 ME_93687491_1 (W2003)

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 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.

Sign here: Date: 7 August 2012 ( ~~Directo~~ r/Company secretary) Print name: Stephen Rodgers

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 8 ME_93687491_1 (W2003)