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COMET RIDGE LIMITED Share Issue/Capital Change 2018

Dec 30, 2018

64686_rns_2018-12-30_5cbff415-285c-4310-acbe-2f2f625b749e.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]

31 December 2018

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: ISSUE OF EMPLOYEE INCENTIVE PERFORMANCE RIGHTS

The company advises that 1,100,000 Employee Performance Rights have been granted pursuant to the Comet Ridge Limited Employee Performance Rights Plans.

The vesting criteria for the Performance Rights are linked to directly to the successful commercial outcome of the Company’s gas projects at Mahalo and in the Galilee Basin as well as the booking of further 2P Reserves.

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

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

ABN

Comet Ridge Limited 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
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities
(e.g. 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)
Unlisted Performance Rights
1,100,000
Performance Rights are granted to employees
pursuant to the Performance Rights Plan
approved by shareholders at the Annual
General Meeting held 24 November 2016.
Each Performance Right carries a right to one
ordinary share in Comet Ridge Limited.
The Performance Periods for the Rights
being issued range from 31 December 2018
to 31 December 2019, 31 January 2020 and
31 January 2021.
  • 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 with an existing[+] class of quoted +securities?

If the additional[+] securities do not rank equally, please state:

  • the date from which they do

No.

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

  • 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 Performance Rights are granted in accordance acquisition of assets, clearly with the Performance Rights Plans to provide identify those assets) an incentive for participants to remain engaged with Comet Ridge Limited in the long term as employees or consultants, as well as aligning the objectives of employees and consultants with that of shareholders by in this instance benchmarking the grant of the performance rights with the commercial success of the Company’s gas projects at Mahalo and at its Galilee Permits as well as the booking of further 2P Reserves.

  • 6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?

Yes

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

21 November 2018

  • 6c Number of +securities issued without security holder approval under rule 7.1

Nil

  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

6d Number of[+] securities issued with security holder approval under rule Nil 7.1A 6e Number of[+] securities issued with security holder approval under rule Nil 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued under an exception in rule 7.2 1,100,000 6g If[+] securities issued under rule 7.1A, was issue price at least 75% Not Applicable 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 Not Applicable 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: 108,514,463 + rule 7.1A: 72,729,642 and release to ASX Market = 181,244,105 Announcements 7 +Issue dates 31 December 2018 Note: The issue date may be prescribed by ASX (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 727,876,423 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

Number +Class 9 Number and +class of all +securities not quoted on ASX Performance Rights ( including the +securities in section 2 if applicable) 2,275,000 Performance Rights (expiring 31 Dec 2019) 1,600,000 Performance Rights (expiring 31 Jan 2020) 1,600,000 Performance Rights (expiring 31 Jan 2021)

  • 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?

  • 17 Policy for deciding entitlements in relation to fractions

  • See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

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)
30 How do security holders sell their
entitlements_in full_through a
broker?
  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

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

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

  • See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

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)

Number +Class

  • 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: 31 December 2018 ........ ( ~~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
673,525,986
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
2,375,003 - Vesting of Employee
Performance Rights 16 March 2018.
169,997 – Vesting of Employee
Performance Rights 6 April 2018.
51,225,437 – Placement Shares issued 21
September 2018 and subsequently
approved by shareholders at AGM held 21
November 2018
Subtractthe number of fully paid+ordinary
securities cancelled during that 12 month
period
“A” 727,296,423
  • See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B” 0.15_[Note: this value cannot be changed]_
Multiply“A” by 0.15 109,094,463
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
580,000 Ordinary Shares – Vesting of LT
Consultants Performance Rights.
“C”
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
109,094,463
Subtract“C”
Note: number must be same as shown in
Step 3
580,000
Total[“A” x 0.15] – “C” 108,514,463

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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

  • See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

capacity is calculated

capacity is calculated capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
727,296,423
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 72,729,642
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
Nil
“E” Nil

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
72,729,642
Subtract“E”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.10] – “E” 72,729,642
  • See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013