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COMET RIDGE LIMITED Share Issue/Capital Change 2012

Dec 6, 2012

64686_rns_2012-12-06_439387c9-8aae-4952-9492-3f8f5c17305b.pdf

Share Issue/Capital Change

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Comet Ridge Limited ABN 47 106 092 577 GPO Box 798 Brisbane Qld 4001 Phone : +61 7 3221 3661 Fax:- +61 7 3221 3668 [email protected]

Our Ref: Stephen Rodgers Your Ref:

7 December 2012

Companies Announcement Officer Australian Securities and Exchange Limited Exchange Centre Level 4, 20 Bridge Street Sydney NSW 2000

By Electronic Lodgement

Dear Sir / Madam.

RE: GRANT OF MANAGING DIRECTORS PERFORMANCE RIGHTS

Pursuant to the Comet Ridge Limited, Employee Performance Rights Plans and subsequent to the approval by shareholders at the Company’s 2012 Annual General Meeting, the Company advises that 1,800,000 Employee Performance Rights have been granted to the Managing Director.

The vesting criteria for the Performance Rights vary while the Performance Period is from 31 July 2012 until 30 June 2016.

Please find attached the Appendix 3 B reflecting the issue of the same.

Yours Faithfully Comet Ridge Limited

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STEPHEN RODGERS Company Secretary

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 Unlisted Performance Rights

  • 2 Number of[+] securities issued or to be issued (if known) or maximum 1,800,000 number which may be issued

  • 3 Principal terms of the[+] securities (eg, Performance Rights are granted to the if options, exercise price and expiry Managing Director pursuant to the Comet date; if partly paid[+] securities, the Ridge Employee Performance Rights Plan amount outstanding and due dates for payment; if +convertible approved by shareholders at the Annual General Meeting held 11 November 2010.

  • securities, the conversion price and dates for conversion) Each Performance Right carries a right to one ordinary share in Comet Ridge Limited. The Performance Period is from 31 July 2012 until 30 June 2016.

  • See chapter 19 for defined terms.

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

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 ordinary shares to be allotted on the exercise of Performance Rights will rank equally with all existing ordinary shares from the date of allotment.

  • 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)

Performance Rights are granted in accordance with the Employee Performance Rights Plan to provide an incentive for participants to remain with Comet Ridge Limited in the long term as an employee, as well as aligning the objectives of the employees with that of shareholders by benchmarking the grant of certain performance rights with the Comet Ridge Limited share price.

  • 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

  • Number +Class

  • 8 Number and[+] class of all[+] securities 402,148,746 Ordinary fully paid quoted on ASX ( including the Shares securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

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

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause 2
if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
Unlisted options
500,000
500,000
500,000
1,000,000
Performance Rights
1,475,000
800,000
500,000
500,000
4,000,000
605,000
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 7 July 2013)
Performance
Rights
(vesting 31 Dec 2012)
Performance Rights
(vesting 31 Dec 2013)
Performance Rights
(Expiry 30 June 2016)
Performance Rights
(vesting 1 July 2014)
Performance Rights
(vesting 1 July 2015)
Performance Rights do not carry a right to a
dividend.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required?

  • See chapter 19 for defined terms.

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

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
25
If the issue is contingent on
+security holders’ approval, the date
of the meeting
  • See chapter 19 for defined terms.

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

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

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

  • See chapter 19 for defined terms.

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

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)

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)

  • See chapter 19 for defined terms.

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

Number +Class 42 Number and[+] class of all[+] 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 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 December 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)