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COMET RIDGE LIMITED Share Issue/Capital Change 2020

Jan 2, 2020

64686_rns_2020-01-02_01251d6b-9f2e-4d15-8131-0384d9c3a25d.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]

3 January 2020

Company Announcements Officer Australian Securities Exchange Level 4 20 Bridge Street Sydney NSW 2000

By Electronic Lodgement

Expiry of Unlisted Performance Rights Issue of Managing Director Performance Rights

The Company advises that in accordance with Shareholder approval granted at the 2019 AGM it has issued 2,500,000 Employee Performance Rights to the Managing Director under the Comet Ridge Limited Employee Performance Rights Plan.

The vesting criteria for the Performance Rights are linked to directly to the delivery of first commercial gas production for the Company and subsequent production targets.

An Appendix 3B reflecting the expiration of 2,275,000 Performance Rights that expired the 31 December 2019 and the issue of the Managing Director Performance Rights approved by shareholders at the 2019 AGM is attached.

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 Unlisted Performance Rights 2 Number of[+] securities issued or to be issued (if known) or maximum 2,500,000 number which may be issued 3 Principal terms of the[+] securities (e.g. if options, exercise price and Performance Rights are granted to employees expiry date; if partly paid pursuant to the Performance Rights Plan last +securities, the amount outstanding approved by shareholders at the Annual and due dates for payment; if General Meeting held 24 November 2016. +convertible securities, the conversion price and dates for Each Performance Right carries a right to one conversion) ordinary share in Comet Ridge Limited. The Performance Period for the Rights issued range from 3 January 2020 to 31 December 2021, 31 December 2022 and 30 June 2023.

  • 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:

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 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 Performance Rights are granted in accordance acquisition of assets, clearly with the Performance Rights Plans to provide an identify those assets) 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 its Mahalo, Mahalo North and at its Galilee Permits as well as the delivery first commercial gas production by the Company.

6a Is the entity an[+] eligible entity that has obtained security holder Yes 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 20 November 2019 passed 6c Number of +securities issued without security holder approval Nil under rule 7.1

  • 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
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.
8
Number and+class of all+securities
quoted on ASX (_including_the
+securities
in
section
2
if
applicable)
Nil Nil
Nil
Nil

Not Applicable
Not Applicable
Total Combined Remaining Capacity
rule 7.1:57,823,688+ rule 7.1A:73,636,845
=131,460,533
3 January 2020
Number +Class
789,000,030 Ordinary Fully Paid
Shares
  • 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)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
Performance Rights
1,600,000
1,600,000
750,000
750,000
1,000,000
Performance Rights
(expiring 31 Jan 2020)
Performance Rights
(expiring 31 Jan 2021)
Performance Rights
(expiring 31 Dec 2021)
Performance Rights
(expiring 31 Dec 2022)
Performance Rights
(expiring 30 June 2023)
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?
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)

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: 3 January 2020 ........ ( ~~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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Insert number of fully paid [+] ordinary
securities on issue 12 months before the
+ issue date or date of agreement to issue 727,876,423
Add the following:
• Number of fully paid [+] ordinary 8,492,028 issued under Share Purchase
securities issued in that 12-month Plan 19 December 2019
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” 736,368,451
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  • 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 0.15 110,455,268 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of[+] equity securities issued or agreed to be issued in that 12-month period not counting those issued: 52,631,579 Placement completed 3 December 2019.

  • • 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” 52,631,579

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

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

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

“A” x 0.15 110,455,268
Note: number must be same as shown in
Step 2
Subtract “C” 52,631,579
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 57,823,688
----- End of picture text -----

  • 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

capacity is calculated
“A”
Note: number must be same as shown in 736,368,451
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Rule 7.1A – Additional placement capacity for eligible entities Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
736,368,451
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 73,636,845
Step 3: Calculate “E”, the amount
7.1A that has already been used
of placement capacity under rule
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

“A” x 0.10 73,636,845 Note: number must be same as shown in Step 2 Subtract “E” Nil

  • See chapter 19 for defined terms.

Appendix 3B Page 12

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Appendix 3B New issue announcement

Note: number must be same as shown in
Step 3
Total[“A” x 0.10] – “E” 73,636,845
  • See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013