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COMET RIDGE LIMITED Share Issue/Capital Change 2018

Sep 20, 2018

64686_rns_2018-09-20_4e6a0eff-ac65-4fa9-9061-fbd9c13ac454.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]

21 September 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.

Notification under section 708A(5)(e) of the Corporations Act 2001 (“the Act”)

On 14 September 2018, Comet Ridge Limited (ASX:COI) (the “ Company ”) announced it raised approximately $17.4 million (before costs) via a placement to institutional and sophisticated investors (“ Placement ”).

The Company advises that today it has issued 51,225,437 new fully paid ordinary shares in the Company (“ New Shares ”) at an issue price of $0.34 per New Share pursuant to the Placement.

The Company hereby issues a notice under section 708A(5)(e) of the Act that:

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

  • (b) the New Shares were issued without disclosure to investors under Part 6D.2 of the Act;

  • (c) the Company, as at the date of this notice, has complied with:

  • (i) the provisions of Chapter 2M of the Act as they apply to the Company; and

  • (ii) Section 674 of the Act; and

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

Please find attached the Appendix 3B reflecting the issue of the New Shares under the Placement.

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 Fully Paid Shares 2 Number of[+] securities issued or to be issued (if known) or maximum 51,225,437 pursuant to the share placement to number which may be issued institutional and sophisticated investors described in the announcement lodged with the ASX on 14 September 2018. 3 Principal terms of the[+] securities (e.g. if options, exercise price and Ordinary Fully Paid 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
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
The issued Ordinary Shares will rank equally
with the existing class of quoted shares.
$0.34 per share
The net proceeds of the Placement and existing
cash will be used for:
Mahalo project – drilling and testing of the
Mahalo Joint Venture approved 2018 work
programme, comprising five new production
wells;
Mahalo project - environmental and other
studies to support a Petroleum Lease and
Pipeline Licence application;
Galilee sandstone project – a drilling and testing
programme for the Galilee sandstone project in
conjunction with joint venture partner, Vintage
Energy, comprising completion of Albany 1,
drilling of Albany 2, and a seismic acquisition
programme;
Gas portfolio exploration, appraisal and
development work, including Galilee hydraulic
fracture stimulation as required, and progressing
FID at Mahalo; and
General corporate expenditure and working
capital purposes.
No
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

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
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
rule 7.1A – complete Annexure 1
and
release
to
ASX
Market
Announcements
7
+Issue dates
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.
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable

Not Applicable
Not Applicable
Not Applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

8
Number and+class of all+securities
quoted on ASX (_including_the
+securities
in
section
2
if
applicable)
9
Number and+class of all+securities
not quoted on ASX (_including_the
+securities
in
section
2
if
applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
727,876,423 Ordinary Fully Paid
Shares
Number +Class
Performance Rights
1,875,00
1,250,000
1,250,000
Performance Rights
(expiring 31 Dec 2019)
Performance Rights
(expiring 31 Jan 2020)
Performance Rights
(expiring 31 Jan 2021)
Not Applicable

Part 2 - 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
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?

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)

Number +Class

42 Number and[+] class of all[+] securities quoted on ASX ( including the +securities in clause 38)

  • 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: 21 September 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

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----- Start of picture text -----

Insert number of fully paid [+] ordinary
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the 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
Subtract the number of fully paid
+ ordinary securities cancelled during that
12 month period
“A”
----- End of picture text -----

Step 2: Calculate 15% of “A”

“B” 0.15

  • See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

[Note: this value cannot be changed]
Multiply“A” by 0.15
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
“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
Subtract“C”
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” [Note: this is the remaining placement
capacity under rule 7.1]

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”

  • See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

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 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

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 12

04/03/2013