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COMET RIDGE LIMITED Share Issue/Capital Change 2014

Jan 7, 2014

64686_rns_2014-01-07_dba90f91-97d8-40fe-9669-fd12b4ccb303.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]

8 January 2013

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

By Electronic Lodgement

Dear Sir / Madam.

ISUUE OF SHARES UNDER EMPLOYEE AND CONTRACTOR PERFORMANCE RIGHTS SCHEMES

Comet Ridge Limited (ASX:COI) (the “Company” ) advises that 530,000 new ordinary fully paid shares ( “New Shares” ) have today been issued under the Company’s Employee and Consultant incentive Performance Rights Schemes, following the vesting of Performance Rights upon the satisfaction of the vesting conditions.

Please find attached the Appendix 3B for the issue of the New Shares.

Notification pursuant to Section 708A(5)(e) of the Corporations Act 2001

The Company hereby issues a notice under section 708A(5)(3) of the Corporations Act 2001 (the “Act” ) confirming that:

  • 1) The New Shares, that have today been issued are part of a class of securities quoted on the Australian Securities Exchange;

  • 2) The shares were issued without disclosure to investors under Part 6D.2 of the Act;

  • 3) The Company, as at the date of this notice, has complied with:

  • (a) the provisions of the Chapter 2M of the Act as they apply to the Company; and (b) Section 674 of the Act; and

  • 4) As at the date of this notice there is no excluded information of the type referred to in Sections 708A (7) and (8) of the Act, to be disclosed under section 708A(6)(e) of the Act.

Yours Faithfully

Comet Ridge Limited

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Stephen Rodgers Company Secretary

Appendix 3B New issue announcement

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, 04/03/13

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 Ordinary Shares 2 Number of[+] securities issued or to be issued (if known) or maximum 530,000 number which may be issued 3 Principal terms of the[+] securities (e.g. if options, exercise price and Fully Paid Ordinary Shares expiry date; if partly 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.

Appendix 3B Page 2

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all respects from the[+] issue date The issued Ordinary Shares will rank equally with an existing +securities?[+] class of quoted with the existing class of quoted shares. 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 Nil 6 Purpose of the issue (If issued as consideration for the Vesting of Performance Rights following acquisition of assets, clearly satisfaction of vesting conditions. identify those assets) 6a Is the entity an[+] eligible entity that has obtained security holder Not Applicable 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

  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

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 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 Total Combined Remaining Capacity rule 7.1A – complete Annexure 1 [rule 7.1: 64,449,811 + rule 7.1A: Nil] and release to ASX Market = 64,449,811 Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX 8 January 2014 (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all +securities quoted on ASX 458,598,746 Ordinary Fully Paid ( including the[+] securities in section Shares 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the+securities in section
2 if applicable)
Number +Class
Unlisted options
500,000
500,000
1,000,000
Performance Rights
605,000
500,000
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 2014)
Performance Rights
(vesting 1 July 2015)

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

Part 2 - 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?

  • See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

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 offer 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 offer documents 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)
  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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

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 7

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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+issue date 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)
530,000 530,000
Ordinary Shares
Yes
Securities are issued under the Company’s
Employee
and
Consultant
incentive
Performance Rights Schemes, following the
vesting of Performance Rights upon the
satisfaction of the vesting conditions.
Number +Class
458,598,746 Ordinary Fully Paid
Shares
  • See chapter 19 for defined terms.

Appendix 3B Page 8

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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.

  • 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 is not available now, we 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.

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Sign here: ............................................................ Date: 8 January 2014............. ( ~~Director/~~ Company secretary) Print name: Stephen Errol Rodgers...............................

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 9

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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

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

Part 1 Part 1
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
402,648,746
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
375,000 Employee Performance Rights_9
January 2013
1,550,000 Employee Performance
Rights_27 February 2013
725,000 Employee Performance Rights_19
July 2013
50,000,000 Placement Shares_7 August
2013
Nil
Subtractthe number of fully paid+ordinary
securities cancelled during that 12 month
period
Nil
  • See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

“A” 452,298,746

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 67,844,811
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
125,000 Contractor Performance Rights
9 January 2013
2,300,000 Contractor Performance Rights

27 February 2013
845,000 Contractor Performance Rights_19
July 2013
125,000 Contractor Performance Rights_8
January 2014
“C” 3,395,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
67,844,811
Subtract“C”
Note: number must be same as shown in
Step 3
3,395,000
Total[“A” x 0.15] – “C” 64,449,811
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 11

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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

“A” Not Applicable Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed

Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued l 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” Not Applicable

  • See chapter 19 for defined terms.

Appendix 3B Page 12

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
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
Subtract“E”
Note: number must be same as shown in
Step 3
Total[“A” x 0.10] – “E” Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013