EDEN INNOVATIONS LTD - Capital/Financing Update 2019

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A.C.N. 109 200 900
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EDEN INNOVATIONS LTD RENOUNCEABLE RIGHTS ISSUE TRANSACTION-SPECIFIC PROSPECTUS

For a renounceable pro-rata Rights Issue of approximately 154,767,689 Shares on the basis of one (1) new Share for every ten (10) Shares held by Qualifying Shareholders as at 5:00pm WST on the Record Date, at an issue price of $0.054 per Share together with one (1) Option for every two (2) New Shares acquired free of charge (each to acquire 1 Share at an exercise price of $0.08 per Share, exercisable at any time up to and including two (2) years after their date of issue). The Rights Issue, if fully subscribed, will raise up to approximately $8,357,455 (before expenses of the Rights Issue).

This Prospectus also includes an offer by the Company of the Shortfall and New Placement Options to those persons who are referred to in section 2.1 of this Prospectus.

IMPORTANT INFORMATION

This Prospectus is a transaction-specific prospectus issued under section 713 of the Corporations Act. This Prospectus is not required to, and does not, contain all of the information that is generally required to be set out in a prospectus, including general information in relation to the assets and liabilities, financial position, profits and losses or prospects of the Company. This Prospectus generally only contains information in relation to the effect on the Company of the offer of, and the rights and liabilities attaching to, the New Shares and New Options offered under this Prospectus.

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers.

The Entitlement Offer is partially underwritten by Patersons Securities Limited. Patersons Securities Limited is also acting as Lead Manager to the Entitlement Offer.

THE SHARES AND OPTIONS OFFERED UNDER THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

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IMPORTANT STATEMENT

This Prospectus is dated 11 February 2019.

A copy of this Prospectus was lodged with ASIC on 11 February 2019. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus.

This Prospectus contains an Entitlement Offer to Qualifying Shareholders whose registered addresses are in Australia and New Zealand, and has been prepared to comply with the requirements of the securities laws of Australia and New Zealand.

Distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make an offer. No action has been taken to register this Prospectus, the New Shares, New Options or the Rights, or otherwise permit an offering of the New Shares, New Options or the Rights, in any jurisdiction outside of Australia or New Zealand.

No New Shares or New Options will be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

Application will be made within 7 days of the date of this Prospectus for permission for the New Shares offered by this Prospectus to be admitted to Quotation on the ASX. The New Options will not be admitted to Quotation on ASX unless the circumstances set out in section 2.11 of this Prospectus apply (which may not happen).

The New Shares and New Options offered under this Prospectus are of a speculative nature. Applicants should read this Prospectus in its entirety and, if in any doubt, consult with their professional advisors before deciding whether to apply for New Shares (and accompanying New Options) (or, in the case of the Placement Subscribers, the New Placement Options). In particular, it is important that Applicants consider the risk factors set out in section 5 of this Prospectus. The New Shares and New Options offered under this Prospectus carry no guarantee in respect of return of capital, return on capital investment, payment of dividends or the future value of the Shares or Options.

DISCLAIMER

No person is authorised to give any information or to make any representation in connection with the Offers which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by Eden (or its Directors or advisers) in connection with the Offers.

PROSPECTUS AVAILABILITY

This Prospectus is available in both a paper and an electronic version. Qualifying Shareholders with registered addresses in Australia and New Zealand, and the Placement Subscribers, will be sent a paper copy of this Prospectus by post on 18 February 2019. An electronic version of the Prospectus may be viewed by Qualifying Shareholders by accessing their secure electronic account with Advanced Share Registry Services. In the case of the Placement Subscribers, an electronic version of this Prospectus will also be sent to them by email. In addition, Qualifying Shareholders and Placement Subscribers can obtain a copy of this Prospectus during the Offer Period on the Eden website at www.edeninnovations.com , or by calling the Company by telephone on (+618) 9282 5889. Qualifying Shareholders and Placement Subscribers who access the electronic version of this Prospectus should ensure that they download and read the entire prospectus. A personalised acceptance form will accompany the paper copy of the Prospectus which will be mailed to Qualifying Shareholders, and the Placement Subscribers, on 18 February 2019. A personalised acceptance form will also accompany the electronic copies of the Prospectus accessed by Qualifying Shareholders from Advanced Share Registry Services and sent to Placement Subscribers by email.

Neither this Prospectus nor the accompanying Acceptance Form may be sent or otherwise distributed by Qualifying Shareholders to persons outside of Australia and New Zealand.

TRANSACTION-SPECIFIC PROSPECTUS

This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act. This Prospectus is not required to, and does not, contain all the information that is generally required to be set out in a prospectus, including general information in relation to the assets and liabilities, financial position, profits and losses or

prospects of the Company. This Prospectus generally only contains information in relation to the effect on the Company of the offer of, and the rights and liabilities attaching to, the New Shares and New Options offered under this Prospectus.

Section 7.1 of this Prospectus sets out further information in relation to the nature and contents of this Prospectus.

FORWARD LOOKING STATEMENTS

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and its management.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and Applicants are cautioned not to place undue reliance on these forward-looking statements.

The Company has no intention to update or revise forward-looking statements regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward-looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 5.

DEFINITIONS AND ABBREVIATIONS

Throughout this Prospectus abbreviations and defined terms are used. Defined terms are generally identified by the use of an uppercase first letter. Details of the definitions and abbreviations used are set out in section 8 of this Prospectus.

SUMMARY OF ENTITLEMENT OFFER

This information is intended as a summary only and should be read in conjunction with the more detailed information appearing elsewhere in this Prospectus. Applicants should read this entire Prospectus, including the risks in section 5, in order to make an informed decision about acquiring New Shares and New Options.

1. KEYPOINTS

New Share Issue Price $0.054 per New Share Qualifying Shareholder Entitlement 1 New Share for every 10 Existing Shares held on the Record Date (together with 1 free accompanying New Option for every 2 New Shares acquired under this Prospectus)

Approximate number of New Shares to be issued under this Rights Up to 154,767,689 Issue

Approximate number of New Options to be issued under this Up to 77,383,844 Rights Issue

Approximate amount to be raised under this Rights Issue Up to $8,357,455 (assuming this Rights Issue is fully subscribed and before expenses of this Rights Issue)

*These figures assume that none of the Existing Options are converted to Shares prior to the Record Date. If this occurs, the number of New Shares and New Options, and the amount raised under this Rights Issue, may increase.

2. SUMMARY OF IMPORTANT DATES

Announcement of Entitlement Offer	31 January 2019
Lodgement of Prospectus at ASIC	11 February 2019
Lodgement of Prospectus and Appendix 3B with ASX (before market opens)	12 February 2019
Notice sent to shareholders	13 February 2019
Ex date; Rights Trading commences	14 February 2019
Record Date for determining Entitlements	15 February 2019
Prospectus despatched to Qualifying Shareholders	18 February 2019
Rights Trading Ends	25 February 2019
Closing date of the Offers*	4 March 2019
Company notifies ASX of under subscriptions	7 March 2019
Issue Date (and end of any deferred settlement trading)	11 March 2019

This timetable is indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and the Listing Rules, to vary the above dates (including, without limitation, to extend the Closing Date or to close the Offers early), or to withdraw the Offers and this Prospectus at any time, without prior notice. Any extension of the Closing Date will have a consequential effect on subsequent milestones set out above.

See section 2.15 in relation to the Shortfall Offer.

	CONTENTS
	Page
IMPORTANT STATEMENT ............................................................................................................................................. 1
SUMMARY OF ENTITLEMENT OFFER........................................................................................................................ 3
1.	CHAIRMAN’S LETTER ........................................................................................................................................... 5
2.	DETAILS OF THE OFFERS .................................................................................................................................... 6
3.	ACTION REQUIRED BY QUALIFYING SHAREHOLDERS UNDER THE ENTITLEMENT OFFER...... 14
4.	COMPANY OVERVIEW ........................................................................................................................................ 18
6.	EFFECT OF THE ISSUE ........................................................................................................................................ 24
7.	ADDITIONAL INFORMATION ............................................................................................................................ 37
8.	GLOSSARY NAMES AND TERMS ...................................................................................................................... 46
9.	CONSENT BY DIRECTORS .................................................................................................................................. 49
10.	CORPORATE DIRECTORY .................................................................................................................................. 50

1. CHAIRMAN’S LETTER

Dear Shareholders

The objective of this Rights Issue, if successful, is to ensure that the Company has sufficient funds to be able to continue the development and marketing of all of its products and projects, details of which are listed in section 4.3 below.

These projects include the additional development, including possible preliminary steps towards further up-scaling, of its proprietary pyrolysis process that produces hydrogen and solid nano-carbon (carbon nanotubes or carbon nanofibres) from Natural Gas without producing carbon dioxide as a by-product. The carbon nanotubes provide the feedstock for our flagship product, the EdenCrete® range of products that improve the durability and many performance characteristics of concrete.

Eden’s other successful project is its OptiBlend[TM] dual fuel unit to convert large diesel engines to operate on a combination of diesel fuel and Natural Gas.

Over the past three years since EdenCrete® was launched commercially, great progress has been made and a growing number of US government bodies as well as commercial ready mix concrete suppliers, shotcrete suppliers, precast concrete manufacturers, contractors and engineers are now either using EdenCrete® products in the US on a regular basis or trialling it. Sales levels have been progressively increasing, and over the past year sales growth has been accelerating and this trend is expected to continue. Relevantly, within the next month or two, the EdenCrete® product range will be commercially released into the Australian market as the first full scale international expansion.

Eden has also been researching other possible applications for its nano-carbon materials, including into plastics and polymers and interest in these other applications has been growing. Further, after a quiet period of nearly 10 years, a growing level of interest has been shown by a number of companies in Eden’s proprietary pyrolysis process.

For these reasons the directors have decided to proceed with this current Rights Issue to raise funds to continue to fund Eden’s operations.

The directors of Tasman Resources Ltd, which through a wholly owned subsidiary holds a 38.416% shareholding interest in Eden, have indicated that Tasman presently intends to take up $1,600,000 worth of its Entitlements in this Rights Issue. Additionally, both Greg and Doug Solomon, directors of Eden, have indicated that they, along with entities associated with them that hold shares in Eden, also presently intend to take up all of their Entitlements under this Rights Issue.

I urge Shareholders to read this Prospectus carefully, and I commend this Rights Issue to you.

Yours sincerely

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Gregory H Solomon Chairman

2. DETAILS OF THE OFFERS

2.1 The Offers

By this Prospectus, the Company makes the following offers:

2.1.1 a renounceable pro rata rights issue of approximately 154,767,689 New Shares and 77,383,844 New Options (assuming that none of the Existing Options of the Company are converted to Shares prior to the Record Date) on the basis of 1 New Share for every 10 Existing Shares held as at the Record Date at an issue price of $0.054 each, together with 1 New Option free of charge for every 2 New Shares acquired (each New Option being to acquire 1 Share at an exercise price of $0.08 exercisable at any time up to and including two years after the date of issue), to raise up to approximately $8,357,455 before expenses of the offer (“the Entitlement Offer”); and
2.1.2 if the Entitlement Offer is not fully subscribed, an offer of the Shortfall to:
2.1.2.1 Qualifying Shareholders who wish to apply for additional New Shares (and accompanying New Options) in excess of their Entitlement under the Entitlement Offer;
2.1.2.2 the Underwriter and Sub-Underwriters; and
2.1.2.3 any investor to whom the Directors elect, in their discretion, to place the balance of the Shortfall remaining after the offers in sections 2.1.2.1 and 2.1.2.2 have been completed in accordance with section 2.15,

on the terms set out in section 2.15 (the “Shortfall Offer”);

2.1.3 an offer of the New Placement Options to the Placement Subscribers, on the basis of 1 New Option free of charge for every 2 Placement Shares acquired by them under the Placement (each New Placement Option to acquire 1 Share at an exercise price of $0.08 exercisable at any time up to and including two years after the date of issue) on the terms set out in section 2.9 (“Placement Options Offer”).

The Entitlement Offer is partially underwritten to $5,000,000 (see section 2.13 for further details).

2.2 Shares and Options offered for subscription under the Entitlement Offer

By this Prospectus, the Company is making a renounceable pro rata rights issue to Qualifying Shareholders of approximately 154,767,893 New Shares and 77,383,844 New Options (assuming that none of the Existing Options of the Company are converted to Shares prior to the Record Date) on the basis of 1 New Share for every 10 Existing Shares held as at the Record Date at an issue price of $0.054 each, together with 1 New Option free of charge for every 2 New Shares acquired (each New Option to acquire 1 Share at an exercise price of $0.08 exercisable at any time up to and including two years after the date of issue).

All New Shares issued pursuant to this Prospectus will be issued as fully paid ordinary shares and will rank equally in all respects with the Existing Shares (see section 7.4 of this Prospectus).

The New Options issued pursuant to this Prospectus will be issued on the terms and conditions set out in section 7.5 of this Prospectus.

As this Rights Issue is renounceable, Qualifying Shareholders who do not wish to exercise their Rights to subscribe for some or all of the New Shares (and accompanying New Options) being offered to them under this Prospectus may sell those Rights in the manner set out in section 3 of this Prospectus.

2.3 Entitlement to Participate in the Entitlement Offer

Shareholders who are registered on the Company's Share Register and whose registered addresses are in Australia or New Zealand at the close of business on the Record Date, being 5.00 pm WST on 15 February 2019, are eligible to participate in the Entitlement Offer (Qualifying Shareholders). An Acceptance Form setting out Qualifying Shareholders’ Entitlements to New Shares and New Options will accompany this Prospectus.

Fractional Entitlements will be rounded up to the nearest whole number of New Shares and accompanying New Options. For this purpose, holdings in the same name are aggregated for calculation of Entitlements. If Eden considers that holdings have been split to take advantage of rounding, the Company reserves the right to aggregate holdings held by associated Qualifying Shareholders for the purpose of calculating Entitlements.

2.4 Trading of Rights

The Rights are renounceable. This enables Qualifying Shareholders who did not wish to exercise their Rights to subscribe for some or all of the New Shares (and accompanying New Options) being offered to them for subscription under this Prospectus an opportunity to sell those Rights. It also enables Qualifying Shareholders to purchase additional Rights if they wish. Details of how Qualifying Shareholders can sell their Rights are contained in section 3 of this Prospectus.

Trading of Rights will commence on ASX on 14 February 2019 and will cease at the close of trading on 25 February 2019. Rights to which Qualifying Shareholders are entitled may be sold between these dates should Qualifying Shareholders choose not to accept all of their Entitlement under this Rights Issue.

2.5 Applications

This Entitlement Offer may be accepted by Applicants in whole or in part prior to the Closing Date, subject to the right of the Company to extend the Offer Period or close the Entitlement Offer early (see section 2.18).

Instructions for accepting an Entitlement are set out in section 3 of this Prospectus and on the Acceptance Form which will accompany this Prospectus.

2.6 Application money

All Qualifying Shareholders who accept the Entitlement Offer made to them in its entirety will receive their Entitlement in full.

New Shares and accompanying New Options will be issued to an Applicant only after all of their Application Money has been received and ASX has granted permission for the New Shares to be quoted.

All Application Money received before the New Shares and accompanying New Options are issued will be held in a special purpose bank account. After the New Shares and New Options are issued to Applicants, the funds in the account will be received by the Company. All Application Moneys will be returned (without interest) if this Rights Issue is withdrawn or otherwise does not proceed.

If the New Shares are not admitted to Quotation by ASX within 3 months after the date of this Prospectus (or any longer period permitted by ASIC), the Company will refund all Application Moneys in full. The New Options will not be admitted to Quotation on the ASX, unless the circumstances set out in section 2.11 apply (which may not happen).

2.7 Issue outside Australia and New Zealand

This Prospectus does not constitute an offer of Securities in any place outside Australia and New Zealand in which, or to any person to whom, it would not be lawful to make such an offer or to issue the Prospectus. The distribution of this Prospectus and the accompanying Acceptance Form in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus and the accompanying Acceptance Form

(including nominees, trustees or custodians) should seek advice on and observe those restrictions. Any failure to comply with those restrictions may constitute a violation of applicable securities laws.

Qualifying Shareholders who are sent this Prospectus must not send or otherwise distribute this Prospectus or the accompanying Acceptance Form to any person outside Australia or New Zealand.

No action has been taken to register the Rights, the New Shares, the New Options or this Prospectus or otherwise permit an offering of the New Shares, New Options or the Rights in any jurisdiction outside of Australia or New Zealand. Without limitation, the Rights and the New Shares and New Options have not been, and will not be, registered under the US Securities Act 1933 (as amended) or the securities laws of any State of the United States of America.

2.8 Treatment of Non-Qualifying Foreign Shareholders

The Entitlement Offer in this Prospectus is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand (Non-Qualifying Foreign Shareholders). This is because the Company is of the view that it is unreasonable to extend the Entitlement Offer to Non-Qualifying Foreign Shareholders having regard to the small number of such Non-Qualifying Foreign Shareholders, the small number and value of the Securities which would be offered to Non-Qualifying Foreign Shareholders, and the cost of complying with applicable legal requirements, and requirements of regulatory authorities, of the applicable jurisdictions outside of Australia and New Zealand.

Recipients may not send or otherwise distribute this Prospectus or the accompanying Acceptance Form to any person outside Australia or New Zealand.

Accordingly, this Rights Issue is not being extended to, and no New Shares or New Options will be issued under this Rights Issue to, Shareholders with registered addresses outside Australia and New Zealand, and no Acceptance Form will be sent to them. However, in compliance with Listing Rule 7.7.1, the Company will send each Non-Qualifying Foreign Shareholder details of this Rights Issue and advise them that the Company will not offer New Shares (and accompanying New Options) to them.

In accordance with Listing Rule 7.7.1(c), the Company has appointed Patersons Securities Limited A.C.N. 008 896 311 as its nominee to sell (on a reasonable endeavours basis) all of the Rights that would have been given to the NonQualifying Foreign Shareholders and to account to Non-Qualifying Foreign Shareholders for the net proceeds of the sale of those Rights (if any). The net proceeds of the sale of the Rights after deducting all costs involved in the sale process and subsequent distribution of such proceeds (if any), will be distributed in Australian dollars to the NonQualifying Foreign Shareholders. The sale of these Rights will be at such price and otherwise in such manner as the Company’s nominee will in its sole discretion determine. The price obtainable for these Rights (if any) will be dependent, amongst other things, upon market conditions. Neither the Company nor its nominee can guarantee that the Rights will be sold. Neither the Company, nor its nominee, will be subject to any liability, including liability for negligence, for any failure to sell the Rights either at all or at a particular price.

2.9 Placement Options Offer

This Prospectus includes the Placement Options Offer, being an offer of the New Placement Options to the Placement Subscribers, on the basis of 1 New Placement Option free of charge for every 2 Placement Shares acquired by them under the Placement (each New Placement Option to acquire 1 Share at an exercise price of $0.08 exercisable at any time up to and including two years after the date of issue). The New Placement Options issued pursuant to this Prospectus will be issued on the terms and conditions set out in section 7.5 of this Prospectus.

The New Placement Options are being issued out of the Company’s placement capacity.

Only Placement Subscribers may accept the Placement Options Offer. The Placement Subscribers may accept the Placement Options Offer by completing the separate personalised application form which will be sent to them by the Company together with a copy of this Prospectus. Only the Placement Subscribers will receive a personalised

application form to accept the Placement Options Offer. The Placement Options Offer will open on the Opening Date and must be accepted before 5.00pm WST on the Closing Date.

No funds will be raised from the Placement Options Offer (the New Placement Options are being offered to Placement Subscribers so that the entitlements of the Placement Subscribers, and of Qualifying Shareholders under the Entitlement Offer, to free accompanying New Options, are the same).

2.10 ASX Quotation of New Shares

The Company will apply to the ASX for the New Shares offered under this Prospectus to be granted Quotation within 7 days of the date of this Prospectus.

If approval for Quotation of the New Shares is not granted within 3 months after the date of this Prospectus (or any longer period permitted by ASIC), the Company will not allot or issue any New Shares (or accompanying New Options) pursuant to the Offers and will repay all Application Moneys without interest as soon as practicable.

Subject to approval being granted by ASX, it is expected that the New Shares will be issued on 11 March 2019 and that Quotation of the New Shares will commence on ASX on a normal basis on 12 March 2019. It is the responsibility of all Applicants to determine their allocation prior to trading in New Shares. Applicants who trade or otherwise deal with New Shares before they receive holding statements will do so at their own risk. The Company disclaims all liability in tort (including negligence), statute or otherwise to persons who trade or otherwise deal with New Shares before receiving holding statements.

ASX takes no responsibility for the contents of this Prospectus. The fact that the ASX may approve Quotation of the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares (or accompanying New Options) offered under this Prospectus.

2.11 ASX Quotation of New Options

Subject to the below paragraph, application will not be made to the ASX for the New Options offered by this Prospectus to be granted Quotation, and the New Options will not be granted Quotation and will not be able to be traded on the ASX.

Under the ASX Listing Rules, in order for ASX to approve quotation of the New Options, at least 100,000 New Options must be issued under this Prospectus and those New Options must be held by a minimum of 50 Qualifying Shareholders and/or Placement Subscribers who each hold a marketable parcel of New Options (within the meaning given to that term in the procedures of the ASX Market Rules) and all of the other requirements of the ASX Listing Rules applying to the quotation of an additional class of securities must be satisfied. The Company anticipates these conditions will be satisfied (however there is no guarantee of this). If these conditions are satisfied, the Company proposes, after the Closing Date, to make an application to the ASX for the New Options offered by this Prospectus to be granted Quotation. However, the Offers are not conditional upon the making of such an application, or on the New Options being granted Quotation, and there is no representation that this application will be made and/or that the New Options will be granted Quotation.

If all of the circumstances set out in the above occur and the Company applies for the New Options to be admitted to Quotation on the ASX, subject to approval being granted by ASX, it is expected that Quotation of the New Options will commence on ASX on 12 March 2019. It is the responsibility of all Applicants to determine their allocation prior to trading in New Options. Applicants who trade or otherwise deal with New Options before they receive holding statements will do so at their own risk. The Company disclaims all liability in tort (including negligence), statute or otherwise to persons who trade or otherwise deal with New Options before receiving holding statements.

ASX takes no responsibility for the contents of this Prospectus. The fact that the ASX may approve Quotation of the New Options is not to be taken in any way as an indication of the merits of the Company or the New Options offered under this Prospectus.

2.12 Allotment of New Shares and New Options

Subject to ASX granting approval for Quotation of the New Shares, the allotment of the New Shares and New Options to Applicants will occur as soon as possible after the Offers have closed, following which holding statements setting out the number of New Shares and New Options allotted to Applicants under this Prospectus will be despatched.

2.13 Underwriting

The Entitlement Offer is partially underwritten by Patersons Securities Limited A.C.N. 008 896 311. Patersons Securities Limited A.C.N. 008 896 311 has agreed to underwrite the Shortfall up to $5,000,000 (“the Underwritten Amount”).

The Underwriter has procured, and entered into Sub-Underwriting Agreements with, a number of persons to subunderwrite the majority of the Underwritten Amount.

A summary of the material terms of the Underwriting Agreement (including details of the fee which is payable by the Company to the Underwriter) is set out in section 6.8 of this Prospectus.

The Offers in this Prospectus are not conditional upon it being underwritten. If for any reason the Underwriting Agreement is terminated (see section 6.8 of this Prospectus which summarises the events which will entitle the Underwriter to terminate the Underwriting Agreement), unless the Directors otherwise determine, the Offers will proceed.

2.14 Minimum subscriptions and oversubscriptions

There is no minimum subscription to the Rights Issue, and no oversubscriptions will be accepted. However, as noted in section 2.13, the Entitlement Offer is partially underwritten.

2.15 Shortfall Offer

If the Entitlement Offer is not fully subscribed, those New Shares and accompanying New Options not taken up will form part of the Shortfall.

The Shortfall Offer is a separate offer pursuant to this Prospectus.

2.15.1 Qualifying Shareholders

Qualifying Shareholders may, in addition to their Entitlement, apply for additional New Shares (and accompanying New Options) forming part of the Shortfall, regardless of the size of their present holding.

Qualifying Shareholders who wish to participate in the Shortfall Offer by applying for New Shares (and accompanying New Options) above their Entitlement, should insert the number of additional New Shares they wish to apply for in that section of the table in the Acceptance Form headed "Number of Shortfall Shares (if any) applied for (in excess of the Entitlement shown above)". The issue price of any New Shares comprising part of the Shortfall shall be $0.054, being the price at which the Entitlements have been offered to Qualifying Shareholders pursuant to this Prospectus. Any additional New Shares applied must be paid for in the same manner as the Entitlement Shares are paid for. A single payment should be made for the Application Moneys for any New Shares you have applied for as part of your Entitlement and any additional New Shares applied for as part of the Shortfall. It is an express term of the Shortfall Offer that applicants for New Shares comprised in the Shortfall will be bound to accept a lesser number of additional New Shares (and accompanying New Options) than the number applied for.

The Shortfall will be placed at the discretion of the Company. The Company reserves the right, if the aggregate of the Application Moneys raised under the Entitlement Offer and/or under this Shortfall Offer reach or exceed the Underwritten Amount, to reject (either in whole or in part) any applications for the

Shortfall over the threshold. The Company also reserves the right to allot to an Applicant a lesser number of the New Shares (and accompanying New Options) comprising the Shortfall than the number for which the Applicant applies, or to allot none of the additional New Shares (and accompanying New Options) applied for by the Applicant. As a result, Qualifying Shareholders who apply for additional New Shares in excess of their Entitlement receive no guarantee that they shall receive all or any of those additional New Shares (and accompanying New Options) for which they apply. If a Qualifying Shareholder does not receive all or any of the additional New Shares (and accompanying New Options) they apply for under this Shortfall Offer, any excess Application Moneys will be returned to them (without interest).

The Directors (whether personally or through their associated companies or trusts) will not apply for any additional New Shares (and accompanying New Options) forming part of the Shortfall.

2.15.2 Underwriter and Sub-Underwriters

If the combined amount subscribed under the Entitlement Offer and by Qualifying Shareholders under the Shortfall Offer referred to in section 2.15.1 above is less than the Underwritten Amount, that part of the Shortfall will be taken up by the Underwriter (and Sub-Underwriters) pursuant to the Underwriting Agreement (and Sub-Underwriting Agreements). The issue price of any New Shares comprising this portion of the Shortfall shall be $0.054, being the price at which the Entitlements have been offered to Qualifying Shareholders pursuant to this Prospectus. The offer of this part of the Shortfall (up to the Underwritten Amount) under this section 2.15.2 shall remain open under this Prospectus (and may be accepted by the Underwriter (and Sub-Underwriters)) until the date that is 4 Business Days after the Closing Date.

2.15.3 Investors

If the Entitlement Offer is not fully subscribed, the Directors reserve the right, subject to the requirements of the ASX Listing Rules and the Corporations Act, to place any remaining New Shares and New Options not then subscribed for under the Shortfall Offer referred to in sections 2.15.1 or 2.15.2 above, at any time within 3 months of the Closing Date, at an issue price of not less than the issue price under the Entitlement Offer, being $0.054 per Share. The offer of the remaining Shortfall under this section 2.15.3 shall remain open under this Prospectus (and may be accepted by any investor who has been offered any portion of the Shortfall by the Directors in their discretion) until the date which is 3 months after the Closing Date.

2.16 Purpose of the Entitlement Offer and Shortfall Offer

The purpose of the Entitlement Offer and Shortfall Offer is to raise up to approximately $8,357,455 (before expenses of the Entitlement Offer). The funds raised under the Entitlement Offer and Shortfall Offer will be utilised in the manner set out in section 6.6 of this Prospectus.

2.17 Market prices of Existing Shares and Options on ASX

The highest and lowest market sale price of the Existing Shares during the 3 months immediately preceding the lodgement of this Prospectus with ASIC, and the last market sale price immediately preceding the lodgement date of this Prospectus, are set out below.

	3-Month High	3-Month Low	Last Market Price
	(on 15/11/18)	(on 06/02/19 and	(on COB 08/02/19)
		31/01/19)
Existing Shares	$0.097	$0.055	$0.057

The approximate VWAP of the Existing Shares for the three month period prior to the date of lodgement of this Prospectus at ASIC was $0.075

The Company does not have any listed Options on issue.

2.18 Opening and Closing Dates

Subscription lists for the Offers will open on 18 February 2019 and, subject to sections 2.15.2 and 2.15.3, close at 5.00pm WST on 4 March 2019. Subject to the requirements of the Corporations Act and the Listing Rules, the Company may either close the Offers at an earlier time and date or extend the closing time and date without prior notice. Qualifying Shareholders (and Placement Subscribers) are encouraged to submit their Applications as early as possible.

No New Shares or New Options will be issued under this Prospectus later than 13 months after the date of this Prospectus.

2.19 Indicative timetable

Refer to the "Summary of Entitlement Offer" at the beginning of this Prospectus for an indicative Entitlement Offer timetable.

2.20 Existing Shares

There are currently 1,547,676,893 Shares on issue in the Company. If this Rights Issue is fully subscribed, and assuming that none of the Existing Options are converted to Shares before the Closing Date, a total of approximately 1,702,444,582 Shares will be on issue in the Company at the conclusion of this Rights Issue.

2.21 Existing Options

There are currently 72,059,422 unlisted Options on issue in the Company. Each Option entitles the holder to acquire 1 Share. The terms and conditions of these unlisted Options are set out in section 7.6 of this Prospectus.

There are currently no listed Options on issue in the Company.

Assuming this Rights Issue is fully subscribed, and assuming that none of the Existing Options are converted to Shares before the Closing Date, a further 90,522,735 Options (approximately) will be on issue in the Company at the conclusion of this Rights Issue and Placement Options Offer.

2.22 Existing Optionholders

Holders of the (unlisted) Existing Options may participate in this Rights Issue by exercising any or all of their Existing Options prior to the Record Date.

60,346,284 Existing Options on issue in the Company are capable of being exercised. If all of these Existing Options were exercised before the Record Date, an additional 60,346,284 Shares would then be issued. In addition, in the event that all of the Rights in respect of these additional Shares were subscribed for, an additional 6,034,629 New Shares (together with 3,017,315 accompanying New Options) would be issued under this Rights Issue, and a further $325,870 would be raised under this Rights Issue. However, given the current price of the Company's Shares and the prices at which the Existing Options are exercisable, the Company does not anticipate that any of the Optionholders will exercise their Existing Options prior to the Record Date.

2.23 Effect on existing Shareholders and Optionholders

For the effect the Offers will have on Shareholders’ and Optionholders’ existing interests, please see sections 6.3 to 6.5 of this Prospectus.

2.24 No commission payable on New Shares and New Options

Except for the fees payable under the Underwriting Agreement referred to in sections 2.13 and 6.8.1 of this Prospectus, no commission will be payable by the Company in connection with any New Shares and New Options which are issued under this Prospectus.

The Company paid a fee of $70,950 to a US placement agent in connection with the issue of the Placement Shares.

Please see section 6.8.1 of this Prospectus for details of the fees payable under the Underwriting Agreement.

2.25 No valuation

No formal valuation has been completed of any of the assets, or the New Shares or New Options, of the Company.

2.26 Risk factors

In addition to the general risks applicable to all investments in listed companies, there are specific risks associated with an investment in the Company. Please see section 5 of this Prospectus for further information.

2.27 Acknowledgment and Privacy Statement

By making an Application, each Applicant acknowledges that they have received and read this Prospectus.

As the Qualifying Shareholders and Placement Subscribers are already shareholders of the Company, the Company and its share registry (Advanced Share Registry Services) have already collected certain personal information from those shareholders. However, if Qualifying Shareholders or Placement Subscribers apply for New Shares and New Options pursuant to this Prospectus, they may be supplying new, additional, or updated personal information (by its inclusion on the Acceptance Form or on the personalised application form sent in accordance with section 2.9) to the Company and Advanced Share Registry Services. Applicants who are not Qualifying Shareholders or Placement Subscribers will also be supplying personal information to Advanced Share Registry Services.

The information included on an Acceptance Form (or on a personalised application form sent in accordance with section 2.9) is used for the purposes of processing the Applications and to administer the Applicant’s holding of Shares and Options. By submitting an Application, each Applicant agrees that the Company may use the information provided by an Applicant in the Application for the purposes set out in this privacy statement and may disclose it for those purposes to Advanced Share Registry Services and the Company’s related bodies corporate, agents and contractors and third party service providers, including mailing houses, professional advisers (e.g. auditors, lawyers and accountants), technology support providers and to ASX and other regulatory authorities.

The Corporations Act requires the Company to include information about each Shareholder (including name, address and details of the Shares and Options held) in its public register. The information contained in the Company’s public register must remain there even if that person ceases to be a Shareholder. Information contained in the Company’s register is also used to facilitate payments and corporate communications (including the Company’s financial results, annual reports and other information that the Company wishes to communicate to its Shareholders) and compliance by the Company with legal and regulatory requirements.

Under the Privacy Act 1998 (Cth), Shareholders have a right to gain access to personal information that the Company holds about that person, subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

If you are paying by cheque or money order and you do not provide the information required on the Acceptance Form, the Company may not be able to accept or process your Acceptance Form.

2.28 Enquiries In Relation to the Offers

This Prospectus provides information for Applicants and should be read in its entirety. Enquiries concerning the Acceptance Form or about subscribing for New Shares and New Options under this Prospectus should be directed to the Company (attention Aaron Gates) by telephone on (+618) 9282 5889 or facsimile on (+618) 9282 5866.

If after reading this Prospectus or contacting the Company you have any questions about any aspect of an investment in the Company, please consult your stockbroker, accountant or independent financial advisor.

3. ACTION REQUIRED BY QUALIFYING SHAREHOLDERS UNDER THE ENTITLEMENT OFFER

3.1 What you may do - choices available

If you are a Qualifying Shareholder, you may take any of the following actions:

take up all or part of your Rights (refer to section 3.2);
take up all of your Rights and apply for Shortfall (refer to sections 3.2 and 2.15);
sell all of your Rights (refer to section 3.3);
take up part of your Rights and sell the balance of your Rights (refer to section 3.4);
transfer all or part of your Rights to another person other than on ASX (refer to section 3.5); or
do nothing (refer to section 3.6).
3.2 Taking up all or part of your Rights

If you are a Qualifying Shareholder and you wish to take up all or part of your Rights, you should:

read this Prospectus in full and decide whether to participate;
consider the risks associated with the Entitlement Offer, as summarised in section 5, in light of your personal circumstances;
either:
(1) pay the Application Moneys for the Rights you are taking up by BPay® by no later than 5.00 pm WST on 4 March 2019. Qualifying Shareholders who pay electronically (by BPay®), do not need to return the Acceptance Form, and they will be taken to have accepted the Entitlement Offer upon making payment by BPay®. This acceptance cannot be withdrawn. Instructions on how to make a payment by B-Pay® are set out on the Acceptance Form. Qualifying Shareholders should be aware that their own financial institution may implement earlier cut-off times with regard to electronic payment, and they should therefore take this into consideration when making payment. It is the responsibility of Qualifying Shareholders to ensure that funds submitted through B-Pay® are received by 5:00pm WST on the Closing Date.

OR

(2) complete the personalised Acceptance Form accompanying this Prospectus in accordance with the instructions set out on that form and forward it, together with your cheque or money order for the Application Moneys for the Rights you are taking up, to reach one of the following addresses by no later than 5.00 pm WST on 4 March 2019:

By mail : Eden Innovations Limited

c/- Advanced Share Registry PO Box 1156 NEDLANDS WA 6909
By delivery: Eden Innovations Limited c/- Advanced Share Registry 110 Stirling Highway NEDLANDS WA 6009

Cheques (drawn on and payable at any Australian bank) should be made payable to “Eden Innovations Limited – Rights Issue” and crossed “Not Negotiable”.

Where Qualifying Shareholders pay by cheque or money order, New Shares and accompanying New Options will only be issued on receipt of the Acceptance Form that was issued together with this Prospectus. A completed and lodged Acceptance Form, together with payment for the number of New Shares accepted, cannot be withdrawn and constitutes a binding application for, and acceptance of, the number of New Shares specified in the Acceptance Form on the terms set out in this Prospectus. The Acceptance Form does not need to be signed to be binding.

Acceptance Forms which do not specify an Australian or New Zealand address for service (or which are accompanied by payment drawn on a foreign bank account) will be rejected and returned unless Qualifying Shareholders provide evidence which satisfies the Company that the issue of the New Shares and accompanying New Options will not contravene the laws of any other jurisdiction.

If the Acceptance Form is not completed correctly the Company may reject it or treat it as valid. The Company’s decision as to whether to reject the Acceptance Form or treat it as valid and how to construe, amend or complete it is final.

If the amount a Qualifying Shareholders pays is insufficient to pay for their full Entitlement, they will be taken to have applied for such lower number of New Shares as that amount will pay for. If Qualifying Shareholders apply for more New Shares than their Entitlement, they will be deemed to have applied for their full Entitlement and for additional New Shares (and accompanying New Options) under the Shortfall Offer to the extent of the excess.

No brokerage or duty is payable by Qualifying Shareholders on the issue of New Shares (and accompanying New Options)

If you are a Qualifying Shareholder and you take up part of your Rights only and do not sell the balance of your Rights, the balance of your Rights will lapse.

3.3 Selling all of your Rights

If you are a Qualifying Shareholder and wish to sell all of your Rights on the ASX, you should contact your stockbroker as soon as possible. You must allow sufficient time for your instructions to your stockbroker to be carried out. Rights trading on ASX starts on 14 February 2019 and the sale of your Rights must be completed by close of trading on ASX on 25 February 2019 when rights trading ends.

Brokerage may be payable to your stockbroker in connection with the sale of your Rights on the ASX.

Your stockbroker will act on your behalf. The Company accepts no responsibility for any failure by your stockbroker to carry out your instructions.

Persons who purchase Rights from Qualifying Shareholders (whether on ASX or otherwise) cannot use B-Pay® and the Qualifying Shareholder’s unique customer reference number to make payment of the Application Moneys due in respect of the Rights that the transferee wishes to take up. The transferee must pay the Application Moneys by cheque or money order.

Persons who purchase Rights on ASX and apply for New Shares (and accompanying New Options) will need to pay the amount applicable for the number of New Shares they have applied for and should follow the directions of their stockbroker.

3.4 Taking up part of your Rights and selling the balance of your Rights

If you are a Qualifying Shareholder and wish to take up part of your Rights and sell the balance of your Rights, you should contact your stockbroker as soon as possible. Your stockbroker will act on your behalf. The Company accepts no responsibility for any failure by your stockbroker to carry out your instructions.

You must allow sufficient time for your instructions to your stockbroker to be carried out. Rights trading on ASX starts on 14 February 2019 and the sale of your Rights must be effected by close of trade on 25 February 2019, when rights trading ends.

You must also ensure that payment of the Application Moneys for the New Shares (and accompanying New Options) you wish to subscribe for (by one of the methods set out in section 3.2 of this Prospectus), reaches one of the following addresses by no later than 5.00 pm WST on 4 March 2019:

By mail : Eden Innovations Limited c/- Advanced Share Registry PO Box 1156 NEDLANDS WA 6909 By delivery: Eden Innovations Limited c/- Advanced Share Registry 110 Stirling Highway NEDLANDS WA 6009

3.5 Transferring all or part of your Rights to another person other than on ASX

If you are a Qualifying Shareholder and you wish to transfer all or part of your Rights to another person other than on ASX:

complete the Acceptance Form in accordance with the instructions in section 3.2 of this Prospectus;
complete a standard renunciation form (obtainable from your stockbroker or the Company's share registry) in favour of the transferee (the renunciation form must be signed by both the Qualifying Shareholder and the transferee); and
send or deliver the completed Acceptance Form, the renunciation form and payment (by cheque or money order or bank draft) for the New Shares to reach one of the following addresses by no later than 5.00 pm WST on 4 March 2019:

Persons who purchase Entitlements from Qualifying Shareholders (whether on ASX or otherwise) cannot use B-Pay® and a Qualifying Shareholder’s unique customer reference number to make payment of the Application Moneys due in respect of the Entitlements that the transferee wishes to take up. Application Moneys to take up renounced Entitlements must be paid by cheque or money order.

If Advanced Share Registry Services receives both a completed renunciation form and a completed Acceptance Form in respect of the same Rights, the renunciation will be given effect in priority to the acceptance (unless the Company in its sole and absolute discretions decides otherwise).

If your Entitlements are held on the CHESS sub-register, and you want to make an off-market transfer of all or part of your Entitlements to another person (or you hold your Existing Shares on the Company's issuer sponsored sub-register but the transferee wishes their Entitlements to be held on the Company's CHESS sub-register), you will need to

contact your stockbroker for further instructions. Advanced Share Registry Services cannot effect a transfer of Entitlements to or from a CHESS Holding.

3.6 Consequences of doing nothing – Rights not taken up

Any Rights not taken up by Qualifying Shareholders will lapse at the expiration of the Offer Period.

A Qualifying Shareholder who decides not to take up all or part of its Rights should consider selling the Rights which they have decided not to accept, rather than allow them to lapse. See sections 3.3, 3.4 or 3.5 of this Prospectus, as appropriate.

Qualifying Shareholders will receive no benefit if they do not take up, or sell, their Rights. It is therefore important that Qualifying Shareholders consider taking action either to take up their Rights or to sell their Rights in accordance with the above instructions and the instructions on the back of the Acceptance Form.

3.7 Overseas Shareholders

Shareholders with registered addresses outside Australia and New Zealand should refer to sections 2.7 and 2.8 of this Prospectus.

3.8 Effect on Shareholders

For the effect this Rights Issue will have on Shareholders’ existing interests, please see sections 6.3 to 6.5 of this Prospectus.

4. COMPANY OVERVIEW

4.1 Background

Eden was incorporated in Australia in May 2004 as a wholly owned subsidiary of Tasman Resources Ltd. Eden undertook an initial public offering pursuant to a prospectus in March 2006 and was admitted to the Official List of the ASX on 1 June 2006.

4.2 Directors

The current Directors of the Company are:

Gregory Howard Solomon, LLB (Executive Chairman)
Douglas Howard Solomon, B. Juris (Hons), LLB (Non-Executive Director)
Stephen D. Dunmead, Ph.D., M.S., B.S. (Non-Executive Director)
Lazaros Nikeas B.A. (Non-Executive Director)

4.3 Projects

Nano-Carbon / Hydrogen Project

Carbon nanotubes and carbon nanofibres are two forms of carbon nano particles with high tensile strength (up to 200300 times stronger than steel) but a mass of only approximately 17% that of steel. They are also extremely efficient conductors of heat and electricity.

More than 10 years ago, Eden and the University of Queensland developed a proprietary, efficient, commercially competitive pyrolysis process to produce from Natural Gas, hydrogen and solid carbon in the form of either carbon nanotubes (CNT) or carbon nano-fibres (CNF), without producing carbon dioxide as a direct by-product. Eden acquired 100% ownership of this technology, was granted a patent, and has since scaled up its production capability at its plant in Denver, Colorado.

The quantity of hydrogen gas produced by this process is 25% (by mass) of the total mass of Natural Gas used as feed stock, with the remaining 75% by mass being produced as solid carbon.

The hydrogen can be used on its own either as a fuel or for various commercial applications (such as production of ammonia for use in fertilisers) or it can be mixed with Natural Gas to create Hythane™, a low emission, premium blend of hydrogen and Natural Gas, the technology for which Eden acquired in 2004.

The high Greenhouse Gas footprint of the current method of producing low cost commercial hydrogen, and the relatively high cost of producing hydrogen using renewable technologies of one form or other that produce either little or no Greenhouse Gas, are two of the major limiting factors holding back a broader rollout of hydrogen.

Encouragingly, and of great commercial importance, is the fact that the solid carbon, and in particular the CNT, produced by Eden’s pyrolysis process presently has a far greater commercial value than the hydrogen. Further, the hydrogen produced using the Eden pyrolysis process will only generate a relatively small amount of Greenhouse Gas as a by-product if Natural Gas is used as the heating fuel for the reactor, and will have a zero Greenhouse Gas footprint if renewable energy is used for the heating process.

In consequence, the Company projects that the hydrogen generated by Eden’s pyrolysis process is likely to be both commercially competitive and environmentally acceptable with other renewable hydrogen production processes. These factors have been the drivers for preliminary enquiries that Eden has received during the past year in relation to its various hydrogen related technologies.

In relation to the solid carbon, research over the past fifteen to twenty years has shown that CNT and CNF have considerable potential as additives to improve the performance of a wide range of materials including concrete, plastics and polymers, coatings, and rubber.

For the past eight years Eden has been focused on developing large scale bulk applications for the CNT that it can produce and has been making encouraging progress in the areas of concrete, and plastics and polymers and more recently preliminary in-house trials with conductive coatings and films have also been encouraging.

A short summary of current progress being made on Eden’s CNT projects is detailed below.

EdenCrete ® - CNT Enriched Concrete

EdenCrete®, Eden’s carbon nanotube enriched concrete admixture (over which Eden has applied for a patent), was first trialled commercially in the United States of America in 2015, and has emerged as the Company’s first commercial product with great potential for global application. To date three versions of EdenCrete® have been developed for different applications.

Over the past three years since EdenCrete® was first launched commercially, significant progress has been made and a growing number of US government bodies as well as commercial ready mix concrete suppliers, shotcrete suppliers, precast concrete manufacturers, contractors and engineers are now either using EdenCrete® on a regular basis or are currently trialling it.

US infrastructure has been a primary focus, and EdenCrete® has now been used in commercial projects for the Departments of Transportation in Georgia, Texas and Colorado involving highway repairs and in bridges, as well as recently in shotcrete applications. It is currently also being trialled by the Departments of Transportation in North Carolina and Ohio and is on the approved products list of the Departments of Transportation in six other US States.

Additionally, commercial sales and trials involving the use of EdenCrete® in various applications for a wide range of non-government projects are also growing.

Sales levels have been progressively increasing over the past three years, and in particular during the past twelve months, sales growth has been accelerating and this trend is expected to continue.

Expansion into other international markets has also commenced. Relevantly, following the appointment last September of a distributor for Australia and New Zealand, within the next two months the EdenCrete® product range is planned to be commercially released into the Australian and New Zealand markets as the first full scale international marketing expansion.

CNT Enriched Polymers and Plastics Project

Eden has during the past several years also been undertaking a joint research project, partly funded by the Australian Research Council, with the University of Queensland into the addition of CNT into plastics and polymers, producing encouraging results and generating two patent applications. Currently the focus of this project is to confirm the potential commercial viability of these products, which are likely to be focussed on packaging, automotive and aerospace applications. The results received to date from this research are encouraging.

Optiblend ® Project

Over six years ago, Eden developed and commenced marketing, primarily in USA and India, an efficient dual fuel system that is capable of operating on diesel engines and displacing up to 70% of the diesel fuel with Natural Gas. If Hythane™ fuel (hydrogen enriched Natural Gas) is used in place of Natural Gas, the displacement of diesel fuel could be as high as 80%. The use of Natural Gas greatly reduces the Greenhouse Gas and other emissions compared with diesel fuel and, in places where Natural Gas is cheaper than diesel, will also reduce fuel costs. It has significant market potential particularly in the diesel powered generator set (“genset”) market.

To date more than US $5million worth of Optiblend™ systems have been sold in the USA and India, and after a slow-down in sales several years ago, the level of interest in this successful product that was adopted by Cummins for

use on its diesel gensets on Tier II engines used on drilling rigs in the US, has again started rising in both India and USA.

5. RISK FACTORS

There are a number of risk factors, both specific to the Company and of a general nature, which may affect the financial position, financial performance, cash flows, ability to pay dividends and growth prospects of the Company and the outcome of an investment in the Company. These risks are both specific to the Company and generally relate to an investment in the stock market. There can be no guarantee that the Company will achieve its stated objectives, or that forward looking statements will be realised.

5.1 Working capital

Eden’s expenses currently exceed the income which is being generated by its US and Indian subsidiaries from sales of EdenCrete®, EdenCrete®HC, EdenCrete®Pz, OptiBlend® and Hythane™. The funds which are being raised under this Prospectus will be augmented by the funds which were raised by the Company pursuant to the Placement and by ongoing sales funds which will be received by Eden’s subsidiaries. After taking into account the Placement funds and assuming sales revenue remains at current levels, the Company is raising sufficient funds pursuant to the Rights Issue, assuming it is fully subscribed, to cover approximately 12 to 18 months of working capital requirements. Unless sales increase sufficiently above current levels throughout this period, the Company will not be able to achieve financial self-sufficiency prior to this capital being exhausted. The Company may therefore have to raise further capital or borrow funds prior to this capital being exhausted.

If the Rights Issue is not fully subscribed, the Company is likely to have to raise further capital before the expiration of this 12 to 18 month period referred to above. If the Rights Issue is only subscribed for up to $5,000,000 (the Underwritten Amount), the Company is likely to have to raise further capital after approximately 9 to 12 months.

There is no guarantee that such additional funds will be available to the Company. Further, any additional equity financing which is available may be dilutive to Shareholders.

The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.

5.2 Risks associated with the commercialisation of new and existing technologies and competing technologies

There is no guarantee that the Company's commercialisation of EdenCrete®, EdenCrete®HC, EdenCrete®Pz, OptiBlend® or Hythane™ or the proposed commercialisation of any other new technologies will be successful. Commercialisation may be impeded by, for example, adverse market conditions, unforeseen technical or environmental issues or the failure of patent applications to be granted. In addition, commercialisation may be impeded due to competition from competing technologies or products (including new technologies). Further, the Company may not be able to establish a market for the sale of its new products which is of a sufficient size, or achieve sufficient growth in market acceptance for the sale of its existing products, for it to achieve financial selfsufficiency.

5.3 Product price volatility and exchange rate risks

The revenue which the Company will derive through the sale of its products, including EdenCrete®, EdenCrete®HC, EdenCrete®Pz, OptiBlend® and Hythane™ exposes the potential income of the Company to product price and exchange rate risks. Product prices fluctuate and are affected by many factors beyond the control of the Company, including supply and demand fluctuations, prices of competing technologies, technological advancements and other micro and macro economic factors. As the Company’s operations are primarily based in the US and India, the Company will also be exposed to the fluctuations and volatility of the rate of exchange between the United States dollar, Indian rupees and the Australian dollar.

5.4 Environmental risks

Whilst the Company endeavours to comply with all present and proposed laws and standards, before the Company reaches the stage where 70 tonnes of carbon have been produced (which is not anticipated to occur for some time), the Company will need to complete further testing in order to give more information to the Environmental Protection Authority in the US. It is only once this information has been provided to the EPA, and the EPA is satisfied with the information, that further production of carbon will be able to occur. Whilst it is anticipated that the Company will be able to comply with the necessary standards, there is no certainty that the EPA will be satisfied with the further information supplied by the Company.

5.5 Operating risks

The operations of the Company may be affected by various factors including operational and technical difficulties encountered in production and commercialisation of its technologies, difficulties in obtaining environmental approvals, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, industrial and environmental accidents, industrial disputes, unexpected shortages and increases in the cost of consumables, spare parts, plant and equipment. No assurances can be given that the Company will achieve commercial viability through the successful commercialisation of its technologies. Until the income which is generated by Eden’s US and Indian subsidiaries from sales of EdenCrete®, EdenCrete®HC, EdenCrete®Pz, OptiBlend® and Hythane® exceed Eden’s expenses, Eden will continue to incur ongoing operating losses.

5.6 Strategic Arrangements

The Company has recently appointed a distributor for Australia and New Zealand. It is possible that the Company may in the future enter into further distributorships or strategic arrangements with third parties to assist with the commercialisation of its technologies. The inability of the Company to conclude an agreement with a strategic industry-based partner or further distributors, and the possibility (should such an arrangement be established) of future disputes or potential conflict with any such strategic parties or with its existing or future distributors, could have a material adverse effect on the Company’s financial position, financial performance, cash flows, growth prospects, ability to pay dividends and Share price.

5.7 No formal valuation of Shares or Options

No formal valuations of any of the Shares or Options, or any of the assets in which the Company has an interest, have been carried out.

5.8 Share market conditions

The price of the Shares and Options will be influenced by international and domestic factors affecting market conditions in equity, financial and commodity markets. These factors may affect the share price for all listed companies, and the price of the New Shares and New Options may fall or rise, and the price of the New Shares may trade below or above the issue price of $0.054.

5.9 Illiquidity

As it is not a condition of the Offers that the New Options be admitted to Quotation on the ASX, there may be no established market for trading the New Options.

5.10 General investment risks

In addition, there is a risk that the price of the Shares and returns to Shareholders may be affected by changes in many general factors including local and world economic conditions and outlook, general movements in local and international stock markets, investor sentiment, interest rates, the rate of inflation, exchange rates, levels of tax, taxation law and accounting practice, government legislation or intervention, inflation or inflationary expectations,

natural disasters, social disorder or war in Australia or overseas, international hostilities and acts of terrorism, as well as many other factors which are beyond the control of the Company.

5.11 Underwriting Agreement

As stated in sections 2.13, 6.4 and 6.8.1, the Entitlement Offer is partially underwritten by the Underwriter. Whilst the Entitlement Offer is not conditional upon it being (and remaining) underwritten, if the Underwriting Agreement was terminated (see section 6.8.1 for a summary of those events and circumstances which would allow termination of the Underwriting Agreement), the amount raised under the Entitlement Offer may be less than the Underwritten Amount (of $5,000,000). In these circumstances, the Company would likely have to raise further capital before the expiration of the 9 to 12 month period referred to in section 6.6. The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.

5.12 Intellectual property protection

The Company owns intellectual property which the Company endeavours to protect by patents, trademarks and other general security systems. There is a risk that third parties could challenge the Company’s ownership of that intellectual property or allege that the Company has infringed upon their intellectual property. The Company can also not guarantee that the patent and trademark protection that it has endeavoured to obtain will continue to be observed by third parties, or that the security systems it has in place will not be breached. If the Company did receive a challenge from a third party to ownership, an infringement notice, or experience a security breach, this could result in litigation and have an impact on the Company’s financial position.

5.13 Other risks

The above list of risk factors is not exhaustive of the risks faced by the Company and its Shareholders and investors. The above risks, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the New Shares and New Options offered under this Prospectus. Therefore, no assurances or guarantees of future profitability, distributions, payment of dividends, return of capital or performance of the Company or its Securities can be, or is, provided by the Company.

Before deciding to invest in the Company, potential Applicants should read this Prospectus in its entirety and, in particular, should consider the risk factors that could affect the financial performance of the Company. Applicants should carefully consider these factors in light of their personal circumstances and should consult their professional advisers (for example, their accountant, stockbroker, lawyer or other professional adviser) before deciding whether to invest.

Neither the Company nor its officers, employees, agents and advisers guarantee that any specific objectives of the Company will be achieved or that any particular performance of the Shares and Options, including the New Shares and New Options offered under this Prospectus, will be achieved.

6. EFFECT OF THE ISSUE

6.1 Introduction

Assuming this Rights Issue is fully subscribed, the gross proceeds that will be raised by the Company under this Rights Issue (before expenses of the Rights Issue) will amount to approximately $8,357,455 (on the assumption that none of the Existing Options are converted to Shares prior to the Record Date).

6.2 Pro-forma capital structure on completion of the Rights Issue

The pro-forma capital structure of the Company is set out below and reflects the issued and paid up capital structure of the Company assuming, in the case of the first table, this Rights Issue is fully subscribed, and, in the case of the second table, $5,000,000 (the Underwritten Amount) is raised under this Rights Issue (and assuming in each case that none of the Existing Options are converted to Shares prior to the Record Date or before completion of this Rights Issue).

Capital Structure (Offers fully subscribed)

	Shares	Percentage	Options	Percentage
Existing Shares* and Options	1,547,676,893	90.91%	72,059,422	44.32%
NewPlacementOptions	-	-	13,138,891	8.08%
Maximum number of New Shares and New Options under this Entitlement Offer (estimated)	154,767,689	9.09%	77,383,844	47.60%
Total Shares and Options upon completion of the Offers(estimated)	1,702,444,582	100%	162,582,157	100%

Capital Structure (Offers subscribed to $5,000,000 (the Underwritten Amount))

	Shares	Percentage	Options	Percentage
Existing Shares* and Options	1,547,676,893	94.36%	72,059,422	54.80%
NewPlacementOptions	-	-	13,138,891	9.99%
Maximum number of New Shares and New Options under this Entitlement Offer (estimated)	92,592,592	5.64%	46,296,296	35.21%
Total Shares and Options upon completion of the Offers(estimated)	1,640,269,485	100%	131,494,609	100%

*This includes the 26,277,774 Placement Shares

On the assumptions set out above, in the event the Rights Issue is fully subscribed. a total of up to approximately 154,767,689 New Shares and up to approximately 90,522,735 New Options will be issued by the Company under the Offers.

In the event that the Entitlement Offer is only subscribed up to $5,000,000 (the Underwritten Amount), a total of approximately 92,592,592 New Shares and up to approximately 59,435,187 New Options will be issued by the Company under the Offers.

The maximum number of New Shares and New Options which may be issued under the Entitlement Offer cannot be calculated precisely until Rights have been determined following the Record Date because of the potential for optionholders to exercise their Existing Options and the rounding up of fractional Entitlements.

In addition to the Shares and Options specified in the above tables, the Board of the Company has resolved, subject to shareholder approval, to issue 1,000,000 Shares to Dr Stephen Dunmead (a director of the Company) as part of the consideration payable for consultancy services being provided by Dr Stephen Dunmead to the Company. The board of the Company has also had discussions with two of its non-executive directors (Dr Stephen Dunmead and Lazaros Nikeas) in relation to the issue to each of them, subject to formal Board approval and Shareholder approval, of:

$32,000 in value of Shares annually (as part of their remuneration package for acting as a non-executive director of the Company); and
1,000,000 Shares in consideration of each of them forfeiting all Existing Options currently held by them under the Company’s ESOP (being 2,400,000 each).

The meeting of the Company’s shareholders to approve these further Share issues is intended to be convened as soon as possible after the close of this Prospectus.

6.3 Effect on Existing Shareholders and Optionholders

Qualifying Shareholders who hold Shares and who take up their Rights in full will not have their proportionate interest in the Company diluted by this Rights Issue. The proportionate interest of a Qualifying Shareholder who takes up their Entitlement in full and purchases (and takes up) any additional Rights and/or applies for (and is issued) additional Shares under the Shortfall Offer will increase.

Qualifying Shareholders who do not exercise their Rights in full, or who sell any part of their Rights, will have their interest in the Company diluted.

Non-Qualifying Foreign Shareholders will have their interest in the Company diluted.

Existing Optionholders who are not able to, or who do not, exercise all or any of their Existing Options before the Record Date, will not be entitled to participate in this Rights Issue with respect to those Existing Options (and, if those Existing Options are subsequently exercised, the interest which the Shares issued consequent upon the exercise of those Existing Options will confer in the Company will have been diluted by this Rights Issue).

6.4 Impact on Control of Underwriting (and sub-underwriting).

The Underwriter is not presently a shareholder of the Company or a related party of the Company.

Whilst the Entitlement Offer is being partially underwritten by the Underwriter, in light of the Sub-Underwriting Agreements, the maximum number of New Shares (and accompanying New Options) that may be issued to the Underwriter is 569,613 New Shares and 284,807 New Options (representing 0.368% of the New Shares and 0.315% of the New Options anticipated to be issued under the Offers). Accordingly, the underwriting by the Underwriter will not have any impact on the control of the Company.

Existing shareholders of the Company, Noble, Greg Solomon and Doug Solomon have indicated that they (and the entities associated with them) intend to take up, in the aggregate, approximately $2,000,000 of their Entitlements under the Entitlement Offer (and to secure this commitment they have entered into Sub-Underwriting Agreements for this amount). For the impact which this sub-underwriting may have on the shareholdings of Noble, Greg Solomon and Doug Solomon please see sections 6.5 and 7.7.1. The Sub-Underwriting Agreements which have been entered into by Noble, Greg Solomon and Doug Solomon are substantially on the same terms as all of the other Sub-Underwriting Agreements with the (non-shareholder) Sub-Underwriters, save that Noble, Greg

Solomon and Doug Solomon will not be paid any sub-underwriting fee (this was agreed on the basis that the Underwriter would likewise not charge the Company any underwriting fee on the amounts sub-underwritten by Noble, Greg Solomon and Doug Solomon), and to the extent they take up their Rights under the Entitlement Offer, the Application Moneys paid by them on account of their accepted Entitlements will be off-set against the amount they have each agreed to sub-underwrite.

The Underwriter has entered into approximately 55 Sub-Underwriting Agreements (including the SubUnderwriting Agreements entered into with Noble, Greg Solomon and Doug Solomon). The maximum number of New Shares (and accompanying New Options) that may be issued to a single Sub-Underwriter (excluding Noble, Greg Solomon and Doug Solomon) is 9,259,260 New Shares and 4,629,730 New Options (representing 5.98% of the New Shares and 5.11% of the New Options anticipated to be issued under the Offers). On the assumption that the Rights Issue is subscribed up to at least the Underwritten Amount, this will represent 0.565% of the total Shares and 3.521% of the total Options anticipated to be on issue at the conclusion of the Offers. Accordingly, the sub-underwriting by these Sub-Underwriters will not have any impact on the control of the Company.

6.5 Impact on Control of sub-underwriting by Noble, Greg Solomon and Doug Solomon

The New Shares will represent up to 9.09% of the expanded issued share capital of the Company upon completion of the Rights Issue (depending on the level of take up of the Rights and assuming none of the Existing Options are exercised).

The Company’s largest Shareholder, Noble (a wholly owned subsidiary of Tasman), has indicated to the Company that it intends to take up approximately 49.83% of its Entitlement (to a total value of $1,600,000) (and to secure this commitment has sub-underwritten the Entitlement Offer for an amount of $1,600,000: to the extent Noble takes up its Rights under the Entitlement Offer, the Application Moneys paid by it on account of its accepted Entitlements will be off-set against the amount it has agreed to sub-underwrite). No sub-underwriting fee will be payable to Noble by the Underwriter.

Noble’s present intention is that the first $1,000,000 of the subscription price for its New Shares will not be received by the Company in cash but by way of satisfaction and release of the Company’s existing debt to Noble, with the balance amount of $600,000 to be subscribed by it in cash.

Noble does not intend to take up any of the Shortfall.

The following table summarises the potential increase in Noble’s shareholding in the Company.

	Noble	% of total Shares on issue (existing (inclusive of Placement Shares) and maximum)	% of total Options on issue (existing and maximum (inclusive of New Placement Options))
Existing Shares held	594,555,077	38.416%	-
Maximum Shares held on completion of this Rights Issue (estimated)*	624,184,707	38.054%**	-
Existing Options held	Nil.	-	0%

Maximum Options held on completion of this Rights Issue (estimated)*	14,814,815	-	11.266%**
Maximum Shares and Options held on completion of this Rights Issue if Noble were to exercise all New Options acquired*	638,999,522 Shares Nil Options	38.608%***	0%***

On the assumption that Noble takes up approximately 49.83% of its Entitlement (to a total value of $1,600,000). *On the assumption that $5,000,000 (the Underwritten Amount) is raised under this Prospectus

***On the assumption that $5,000,000 (the Underwritten Amount) is raised under this Prospectus and that Noble (but no other Shareholder) exercises all of the New Options acquired by it under this Rights Issue.

As noted above, by taking up its Entitlement to the extent noted above and subject to the assumptions noted above, Noble’s total shareholding interest in the Company will increase from 38.416% (taking into account the Placement Shares) to a maximum of 38.608% (if Noble was to exercise all of the New Options acquired by it under this Rights Issue). Noble will only exercise the New Options which it receives under this Prospectus if that will not result in its interest in the Company increasing above the level permitted by s.606 of the Corporations Act (taking into account the provisions of s.611 of the Corporations Act). As a result, the Offers will not have any material impact on Noble’s shareholding.

Noble does not have any present intention to change the Company’s main activities, business or directors.

Greg Solomon is a director of the Company. Greg Solomon and his associated entities (“the GS Entities”) currently hold 40,744,855 Shares and no Options. The maximum number of New Shares (and accompanying New Options) that may be issued to the GS Entities under this Rights Issue is 4,074,486 New Shares and 2,037,243 New Options (increasing the GS Entities’ shareholding in the Company to 44,819,341 Shares and 2,037,243 Options). On the assumption that $5,000,000 (the Underwritten Amount) is raised under this Prospectus, this will represent 2.732% of the total Shares and 1.549% of the total Options anticipated to be on issue at the conclusion of the Offers. The GS Entities do not intend to take up any of the Shortfall. Accordingly, it is not anticipated that the New Shares and New Options which will be issued to the GS Entities, as a result of either the Rights Issue or the Sub-Underwriting Agreement referred to in sections 6.4 and 6.8.2, will have any impact on the control of the Company.

Doug Solomon is a director of the Company. Doug Solomon and his associated entities (“the DS Entities”) currently hold 35,132,614 Shares and no Options. The maximum number of New Shares and (accompanying New Options) that may be issued to the DS Entities under this Rights Issue is 3,513,262 New Shares and 1,756,631 New Options (increasing the DS Entities’ shareholding in the Company to 38,645,876 Shares and 1,756,631 new Options). On the assumption that $5,000,000 (the Underwritten Amount) is raised under this Prospectus, this will represent 2.356% of the total Shares and 1.336% of the total Options anticipated to be on issue at the conclusion of the Offers. The DS Entities do not intend to take up any of the Shortfall. Accordingly, it is not anticipated that the New Shares and New Options which will be issued to the DS Entities, as a result of either the Rights Issue or the Sub-Underwriting Agreement referred to in sections 6.4 and 6.8.2, will have any impact on the control of the Company.

6.6 Purpose of this Rights Issue and use of funds raised under this Rights Issue

The gross proceeds to be raised by the Company under this Rights Issue (i.e. before expenses of the Rights Issue) will be up to approximately $8,357,455 (on the assumption that none of the Existing Options are converted to Shares prior to the Record Date and this Rights Issue is fully subscribed).

This Rights Issue is partially underwritten by the Underwriter up to the Underwritten Amount.

The funds raised under this Rights Issue are to augment the existing funds which are held by the Company, the funds which were raised by the Company pursuant to the Placement, and the ongoing funds which will be received by the Company’s US and Indian subsidiaries from the sale of the Company’s products.

It is the Company’s intention to apply the funds which are raised under the Entitlement Offer and the Placement in the following order and for the following purposes:

Firstly, to fund the costs of the Entitlement Offer;
Secondly, to provide the Company with sufficient working capital to fund the on-going operations of the Company and its subsidiaries for up to the next 12 to 18 months (as particularised in more detail in the table below).

If the Rights Issue is not fully subscribed, the Company’s expenditure will necessarily be more limited in extent and the Company, depending on the cash flow generated by the Company and its subsidiaries from the sales of its products, may need access to further funding earlier than noted above.

Set out below is a table summarising how, subject to the qualifications below, the Directors intend to apply the proceeds of this Rights Issue and the Placement against the above two use categories, in each of the following scenarios:

(a) this Rights Issue raises $8,357,455 (on the assumption it is fully subscribed).
(b) this Rights Issue raises $6,678,728 (being the mid-point between the figures set out in paragraphs (a) and (c)); and
(c) this Rights Issue raises approximately $5,000,000 (the Underwritten Amount).

Funds raised under this Rights Issue Funds raised under the Placement (net expenses) Total funds raised Intended Allocation of Funds:* Costs of the Entitlement Offer Working Capital • Sales & marketing • Product development & sales support • Payment of instalment 3 of 6 on vendor finance for 12420 Dumont • Purchase of plant & equipment • Repayment of short-term loan from Tasman (Noble) • General workingcapital	Paragraph (a) above	Paragraph (b) above	Paragraph (c) above
	$8,357,455 $1,341,170 $9,698,625 $260,768 (2.7%) $800,000 (8.2%) $2,000,000 (20.6%) $260,000 (2.7%) $400,000 (4.1%) $1,000,000 (10.3%) $4,977,857(51.3%)	$6,678,728 $1,341,170 $8,019,898 $256,050 (3.2%) $600,000 (7.5%) $1,500,000 (18.7%) $260,000 (3.2%) $300,000 (3.7%) $1,000,000 (12.5%) $4,103,848(51.2%)	$5,000,000 $1,341,170 $6,341,170 $251,332 (4.0%) $450,000 (7.1%) $1,200,000 (18.9%) $260,000 (4.1%) $200,000 (3.2%) $1,000,000 (15.8%) $2,979,838(47.0%)

The general working capital funds will be used to meet operating costs as required from time to time for the Company’s US and Indian subsidiaries and to meet ongoing expenses of the Company in Australia. The rate at which the funds will be required by the US and the Indian subsidiaries is uncertain as it will depend upon the level of revenue that each subsidiary is able to generate from their sales of products and services. This table has been

prepared on the assumption that the level of product sales as at the date of this Prospectus remains at current levels.

** The majority of Eden’s costs are in United States Dollars, and as such, the amounts included in the above table will be subject to change from movements in foreign exchange rates.

As noted earlier, Noble, Greg Solomon and Doug Solomon (existing shareholders of the Company) have indicated that they intend to take up, in the aggregate, approximately $2,000,000 of their collective Entitlements under the Entitlement Offer (and to secure this commitment they have entered into Sub-Underwriting Agreements for this amount). However, if for any reason the Underwriting Agreement is terminated (which will automatically terminate these Sub-Underwriting Agreements), and there is a significant deterioration in market conditions, this intention may change. If the Underwriting Agreement is terminated and Noble, Greg Solomon and Doug Solomon withdraw their support for this Rights Issue due to market conditions significantly deteriorating during the Offer Period, the Directors will give consideration to withdrawing the Offers (as noted earlier in the “Summary of Entitlement Offer, the Company reserves the right, subject to the Corporations Act and the Listing Rules, to withdraw the Offers and Prospectus at any time, without prior notice).

Given the speculative nature of the Company’s business, the intended allocation of funds as set out above may change depending upon market conditions.

Based on the information available to it, and its current plans and budgets (and subject to any changes thereto), provided this Rights Issue is fully subscribed, and on the assumption that sales revenue remains at current levels, the Directors believe that the Company will be able to pay its debts as and when they fall due, and fund ongoing working capital requirements, for approximately 12 to 18 months after completion of this Rights Issue. In the event that this Rights Issue is subscribed only up to the Underwritten Amount, the Directors believe that the Company will be able to pay its debts as and when they fall due, and fund ongoing working capital requirements, for approximately 9 to 12 months after completion of the Rights Issue. Any significant expansion of EdenCrete® production facilities in Colorado would require additional funds to be raised by the Company.

6.7 Effect on the Company's financial position

Upon the successful completion of this Rights Issue and assuming this Rights Issue is fully subscribed, the Company's cash reserves will increase by approximately $8,357,455, minus the expenses of the Entitlement Offer.

Set out below for illustrative purposes are the unaudited historical consolidated balance sheet as at 31 December 2018 and an unaudited pro-forma consolidated balance sheet as at 31 December 2018 after the Rights Issue and the Placement. The unaudited pro-forma consolidated balance sheet has been prepared on the basis of the accounting policies normally adopted by the Company and having regard to the basis and assumptions set out below.

ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant and equipment Intangible assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Interest bearing liabilities Other liabilities Provisions TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Interest bearing liabilities Other liabilities TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY	Unaudited 31-Dec-18 $ 1,336,146 329,865 668,845 137,136 2,471,993 12,749,515 5,680,572 18,430,087 20,902,079 1,073,268 300,124 82,777 99,908 1,556,077 769,451 43,469 812,920 2,368,997 18,533,082 95,383,226 8,632,540 (85,482,684) 18,533,082	Unaudited Pro-forma 31-Dec-18 $ 11,112,601 329,865 668,845 137,136
		12,248,447
		12,749,515 5,680,572
		18,430,087
		30,678,534
		1,411,866 300,124 82,777 99,908
		1,894,675
		769,451 43,469
		812,920
		2,707,595
		27,970,939
		104,821,083 8,632,540 (85,482,684)
		27,970,939

Assumptions:

The Rights Issue is fully subscribed raising $8,357,455.
The costs of the Entitlement Offer total $260,768.

The unaudited pro-forma consolidated balance sheet set out above has been prepared on the basis and assumption that there has been and will be no material movements in the assets and liabilities of the consolidated entity between 1 January 2019 and the Closing Date other than:

the receipt of a $1,000,000 loan from Noble on 18 January 2018 and the subsequent repayment of that loan;

the issue of 26,277,774 Placement Shares and 13,138,891 New Placement Options raising $1,341,170 (after the expenses of the Placement);
the issue of approximately 154,767,689 New Shares and 77,383,844 New Options under the Entitlement Offer raising $8,357,455 before expenses of the Entitlement Offer and on the assumption that this Rights Issue is fully subscribed; and
payment of the estimated expenses of the Entitlement Offer of $260,768 is included in "Trade and Other Payables" and to be paid, net of GST.

The unaudited pro-forma consolidated balance sheet as at 31 December 2018 above is intended to be illustrative only. It does not take into account activities occurring between 1 January 2019 and the date of this Prospectus (or the Closing Date) other than those noted above and as such it does not accurately reflect what the actual balance sheet will be as at the date of this Prospectus or at the completion of this Rights Issue (by way of example, the cash and cash equivalent assets will not be as set out in the unaudited pro-forma consolidated balance sheet because, amongst other things, no allowance has been made in the unaudited pro-forma consolidated balance sheet for expenditure incurred in the normal course of business of the consolidated group after 31 December 2018).

6.8 Material Contracts

6.8.1 Underwriting Agreement

Pursuant to the Underwriting Agreement, the Underwriter has agreed to partially underwrite the Entitlement Offer for up to 92,592,593 New Shares (and 46,296,297 accompanying New Options) for the Underwritten Amount. The Underwriter’s obligation under the Underwriting Agreement will be reduced by the number of Rights taken up under the Entitlement Offer.

The Underwriter may procure any person to sub-underwrite any of the underwritten New Shares (and accompanying New Options) in place of the Underwriter as the Underwriter in its absolute discretion thinks fit. See section 6.8.2 for further information in relation to the Sub-Underwriting Agreements which the Underwriter has entered into.

The Underwriter will be paid an underwriting fee equal to 6% of the Underwritten Amount (excluding any amount raised in the Rights Issue from Noble, the GS Entities and the DS Entities, whether pursuant to the take-up of their Entitlements or under the Sub-Underwriting Agreements they have each entered into, as referred to in sections 6.4 and 6.8.2).

If the Entitlement Offer is not fully subscribed, and any portion of the Shortfall is placed by the Company to investors introduced to it by the Underwriter, the Underwriter will be paid a placement fee equal to 6% of the amount of the Shortfall placed to those investors.

In the event that the Underwriting Agreement is terminated by the Underwriter for any of the reasons referred to in paragraph (n) below (excepting under sub-paragraphs (x), (xix) or (xxiii), the Company has agreed to pay the Underwriter an amount of $20,000 as a termination fee (together with the reimbursement of any expenses incurred or accrued by the Underwriter up to the date of termination). In any event, the Company must also reimburse the Underwriter for all costs and expenses of and incidental to the Entitlement Offer and the issue of the New Shares (and accompanying New Options).

The obligations of the Underwriter under the Underwriting Agreement, as at the date of this Prospectus, are, and remain, subject to and conditional upon each of Noble, Greg Solomon and the Doug Solomon complying with their obligations under their respective Sub-Underwriting Agreements (as referred to in sections 6.4 and 6.8.2) by the Shortfall Settlement Date (as defined in the Underwriting Agreement). If this condition precedent is not satisfied, the Underwriter may terminate the Underwriting Agreement by written notice at any time within five Business Days thereafter (time being of the essence);

The Underwriter may also terminate its obligations under the Underwriting Agreement by written notice to the Company, upon or at any time prior to Completion (as that term is defined in the Underwriting Agreement), in the following circumstances (where not defined in this Prospectus, capitalised terms are defined in the Underwriting Agreement):

(a) ( Indices fall ): either of the All Ordinaries Index or the S&P/ASX Small Industrials Index as published by ASX is at any time after the date of the Underwriting Agreement at a level that is 7.5% or more below its respective level as at the close of business on the Business Day prior to the date of the Underwriting Agreement; or
(b) ( Share Price) : the Shares of the Company that trade on the ASX under the ASX code of “EDE” close lower than $0.054 on any two consecutive trading days; or
(c) ( No Official Quotation ): Official Quotation has not been granted for all the New Shares by the Shortfall Notice Deadline Date or, having been granted, is subsequently withdrawn, withheld or qualified; or
(d) ( Supplementary Prospectus ):
(i) the Underwriter, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of an occurrence as described in clause 13.1(n)(vi) the Underwriting Agreement, forms the view on reasonable grounds that a supplementary or replacement prospectus should be lodged with ASIC and the Company fails to lodge a supplementary or replacement Prospectus in such form and content and within such time as the Underwriter may reasonably require; or
(ii) the Company lodges a supplementary or replacement prospectus without the prior written agreement of the Underwriter, not to be unreasonably withheld; or
(e) ( Non compliance with disclosure requirements ): it transpires that the Prospectus does not contain all the information required by the Corporations Act; or
(f) ( Misleading Prospectus ): it transpires that there is a statement in the Prospectus that is misleading or deceptive or likely to mislead or deceive, or that there is a omission from the Prospectus or if any statement in the Prospectus becomes misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive;
(g) (Restriction on allotment ): the Company is prevented from allotting the New Shares within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi governmental agency or authority;
(h) ( Withdrawal of consent to Prospectus ): any person (other than the Underwriter) who has previously consented to the inclusion of its, his or her name in the Prospectus or to be named in the Prospectus, withdraws that consent;
(i) ( ASIC application ): an application is made by ASIC for an order under section 1324B or any other provision of the Corporations Act in relation to the Prospectus, the Shortfall Notice Deadline Date has arrived, and that application has not been dismissed or withdrawn;
(j) ( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel;

(k) ( Hostilities ): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the Underwriting Agreement involving one or more of Australia, New Zealand, Japan, Russia, the United Kingdom, the United States of America, France, North Korea, the People’s Republic of China, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;
(l) ( Authorisation ) any authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter;
(m) ( Indictable offence ): a director or senior manager of a Relevant Company is charged with an indictable offence;
(n) ( Termination Events ): subject always to clause 13.2 of the Underwriting Agreement, any of the following events occurs:
(i) ( Default ): material default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking;
(ii) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in this Agreement is or becomes materially untrue or incorrect;
(iii) ( Contravention of constitution or Act ): a contravention by a Relevant Company of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;
(iv) ( Adverse change ): an event occurs which gives rise to a Material Adverse Effect, including a prospective Material Adverse Change, after the date of the Underwriting Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of any Relevant Company including, without limitation, if any forecast in the Prospectus becomes incapable of being met or in the Underwriter's reasonable opinion, unlikely to be met in the projected time;
(v) ( Error in Due Diligence Results ): it transpires that any of the Due Diligence Results or any part of the Verification Material was false, misleading or deceptive in a material respect or that there was a material omission from them;
(vi) ( Significant change ): a "new circumstance" as referred to in section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor;
(vii) ( Public statements ): without the prior approval of the Underwriter (not to be unreasonably withheld or delayed) a public statement is made by the Company in relation to the Entitlement Offer, the Issue or the Prospectus;
(viii) ( Misleading information ): any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Entitlement Offer or the issue of the New Shares or the affairs of any Relevant Company is or becomes materially misleading or deceptive or likely to mislead or deceive in any material respect;
(ix) ( Official Quotation qualified ): the Official Quotation is qualified or conditional other than as set out in the definition of "Official Quotation";

(x) ( Change in Act or policy ): there is introduced or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy which has a Material Adverse Effect;
(xi) ( Prescribed Occurrence ): a Prescribed Occurrence occurs (other than as disclosed in the Prospectus or pursuant to a Permitted Action (as that term is defined in the Underwriting Agreement));
(xii) ( Suspension of debt payments ): the Company suspends payment of its debts generally;
(xiii) ( Event of Insolvency ): an Event of Insolvency occurs in respect of a Relevant Company;
(xiv) ( Judgment against a Relevant Company ): a judgment in an amount exceeding $25,000 is obtained against a Relevant Company and is not set aside or satisfied within 7 days;
(xv) ( Litigation ): material litigation, arbitration, administrative or industrial proceedings are after the date of this Agreement commenced or threatened against any Relevant Company, other than any claims disclosed to the Underwriter in writing prior to the date of this Agreement or foreshadowed in the Prospectus;
(xvi) ( Board and senior management composition ): there is a change in the composition of the Board or a change in the senior management of the Company before Completion without the prior written consent of the Underwriter (not to be unreasonably withheld or delayed);
(xvii) ( Change in shareholdings ): there is a material change in the major or controlling shareholdings of a Relevant Company or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to a Relevant Company;
(xviii) ( Timetable ): there is a delay in any specified date in the Timetable which is greater than 3 Business Days, without the written consent of the Underwriter (such consent not to be unreasonably withheld or delayed);
(xix) ( Force Majeure ): a Force Majeure affecting the Company's business or any obligation under the Agreement lasting in excess of 7 days occurs;
(xx) ( Certain resolutions passed ): a Relevant Company passes or takes any steps to pass a resolution under section 254N, section 257A or section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter;
(xxi) ( Capital Structure ): any Relevant Company alters its capital structure in any manner not contemplated by the Prospectus or in the Mandate;
(xxii) ( Investigation ): any person is appointed under any legislation in respect of companies to investigate the affairs of a Relevant Company; or
(xxiii) ( Market Conditions ): a suspension or material limitation in trading generally on ASX occurs or any material adverse change or disruption occurs in the existing financial

markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or other international financial markets.

The Underwriter may not exercise its rights under paragraph (n) above unless, in the reasonable opinion of the Underwriter reached in good faith, the occurrence of a termination event has, or is likely to have, or two or more termination events together have, or are likely to have:

(a) a Material Adverse Effect; or
(b) could give rise to a liability of the Underwriter under the Corporations Act or otherwise.

The Company may terminate the Underwriting Agreement by written notice at any time prior to Completion (as defined in the Underwriting Agreement) if any of the following events occur:

(a) ( Default ): default by the Underwriter under the Underwriting Agreement; or
(b) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Underwriter in the Underwriting Agreement is or becomes untrue or incorrect.

The Underwriting Agreement also contains a number of indemnities, representations and warranties from the Company to the Underwriter that are considered standard for an agreement of this type.

6.8.2 Sub-Underwriting Agreements

The Underwriter has entered into numerous Sub-Underwriting Agreements, including the SubUnderwriting Agreements entered into with Noble, Greg Solomon and Doug Solomon referred to above at section 6.4.

Pursuant to the Sub-Underwriting Agreements, each Sub-Underwriter has agreed to sub-underwrite the Entitlement Offer for a portion of the New Shares (and accompanying New Options) that the Underwriter has agreed to underwrite under the Underwriting Agreement. Each Sub-Underwriter’s obligation under their Sub-Underwriting Agreement will be reduced depending on the number of Rights taken up under the Entitlement Offer.

The following is a summary of the material terms of the Sub-Underwriting Agreements which the Underwriter has entered into with Noble, Greg Solomon and Doug Solomon:

(a) each of them has agreed to sub-underwrite the Entitlement Offer to the following extent:
(i) Noble has agreed that it will sub-underwrite 29,629,630 New Shares, together with 14,814,815 accompanying New Options (with the total sub-underwritten amount being $1,600,000.02);
(ii) Greg Solomon has agreed that he (and his associated entities) will sub-underwrite 4,074,486 New Shares, together with 2,037,243 accompanying New Options (with the total sub-underwritten amount being $220,022.24); and
(iii) Doug Solomon has agreed that he (and his associated entities) will sub-underwrite 3,513,262 New Shares, together with 1,756,631 accompanying New Options (with the total sub-underwritten amount being $189,716.15);
(b) none of them are entitled to be paid a sub-underwriting fee by the Underwriter;

(c) none of them have any rights to terminate their Sub-Underwriting Agreement (however, in the event the Rights Issue does not proceed, or the Underwriting Agreement is terminated, their SubUnderwriting Agreements will terminate); and
(d) their sub-underwriting commitment can be satisfied in full by them (and their associated entities) accepting their Entitlements for the number of New Shares and New Options specified above and returning the Acceptance Form prior to the Closing Date (if they fail to lodge an Acceptance Form for the number of New Shares and New Options specified above prior to the Closing Date, the number of New Shares (and accompanying New Options) not subscribed for will form part of their Shortfall obligation under the Sub-Underwriting Agreement (and they must subscribe for that amount)).

7. ADDITIONAL INFORMATION

7.1 Nature of this Prospectus

This Prospectus is issued under the special prospectus content rules for continuously quoted securities in section 713 of the Corporations Act. That section enables listed disclosing entities to issue a prospectus with less rigorous disclosure requirements if:

the securities offered by the prospectus are in a class of securities that have been quoted enhanced disclosure securities at all times in the 3 months before the date of the prospectus or are options to acquire such securities; and
the company is not subject to certain exemptions or declarations prescribed by the Corporations Act during the period during which the securities have been quoted or the 12 months before the date of the prospectus (whichever is the shorter period).

Securities are quoted enhanced disclosure securities if:

the company is included in the official list of ASX; and
the Listing Rules apply to those securities.

The information in this Prospectus principally concerns the terms and conditions of the Offers and the information necessary to make an informed assessment of:

the effect of the Offers on the Company; and
the rights and liabilities attaching to the New Shares and New Options offered under this Prospectus.

The Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. This Prospectus does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that was not already listed on a stock exchange. Applicants should therefore also have regard to the other publicly available information in relation to the Company before making a decision whether or not to subscribe for New Shares and New Options.

7.2 Regular reporting and disclosure obligations

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules.

These obligations require the Company to notify ASX of information about specified events and matters as they arise for the purposes of ASX making that information available to the stock market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions) to notify ASX immediately of any information of which it becomes aware concerning the Company which a reasonable person would expect to have a material effect on the price or value of securities in the Company. The Company is required to lodge with ASX quarterly cashflow reports which include details about its cash flows (the most recent of which was lodged at ASX on 31 January 2019).

As the Company has been listed on ASX since June 2006, a large amount of information concerning the Company has previously been notified to ASX and is therefore publicly available. All announcements made by the Company are available from ASX.

The Company is also required to prepare and lodge with ASIC both yearly and half yearly financial statements accompanied by a Directors’ statement and report and an auditors report. Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office.

7.3 Right to obtain copies of Company documents

Under section 713(4) of the Corporations Act, any person has the right to obtain from the Company, free of charge, a copy of any of the following documents during the Offer Period:

the Company's annual financial report for the year ended 30 June 2018 as lodged with ASIC;
any continuous disclosure notices given by the Company after lodgement of the annual financial report for the year ended 30 June 2018 (i.e. on 28 September 2018) and before lodgement of this Prospectus with ASIC (i.e. on 11 February 2019). Headlines for such notices are as follows:

Date	Headline
8 February 2019	Cleansing Notice
8 February 2019	Appendix 3B
31 January 2019	Appendix 4C – quarterly
31 January 2019	Investor Presentation
31 January 2019	TAS: Eden Capital Raising to Raise up o 9.8 million
31 January 2019	Eden Capital Raising to Raise up to $9.8 million
29 January 2019	Trading Halt
22 January 2019	TAS: Short Term Loan to Eden Innovations Ltd
10 January 2019	Second Quarter Activities Report
8 January 2019	EdenCrete – Recent US Sales Progress
15 November 2018	EdenCrete Used in First Shotcrete Application for CDOT
14 November 2018	Results of Meeting
14 November 2018	AGM Presentation
1 November 2018	Investor Presentation
30 October 2018	Appendix 4C - quarterly
29 October 2018	First Quarter Activities Report
19 October 2018	Lapse of ESOP Options
18 October 2018	Response to ASX Aware Letter
16 October 2018	Independent Case Study on EdenCrete in Denver Field Trial
15 October 2018	Notice of Annual General Meeting/Proxy Form
12 October 2018	Appendix 3B with Explanatory Letter
10 October 2018	ASX Price and Volume Query Response
3 October 2018	Appendix 3B
3 October 2018	ASX Price and Volume Query
28 September 2018	Corporate Governance Statement
28 September 2018	Appendix 4G
28 September 2018	Annual Report to shareholders

These documents can also be viewed and downloaded from ASX's website www.asx.com.au under ASX Code: EDE.

7.4 Constitution and rights and liabilities attaching to Shares

Full details of the rights and liabilities attaching to Shares are set out in the Company’s constitution, a copy of which can be inspected, free of charge, at the Company’s registered office during normal business hours.

The following is a broad summary of the rights, privileges and restrictions attaching to all Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders.

All Shares issued pursuant to this Prospectus will, from the time they are issued, rank equally with all of the Company’s Existing Shares.

Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there are none), at meetings of Shareholders of the Company:

(a) each Shareholder entitled to attend and vote may vote in person or by proxy, attorney or representative;
(b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote (save that where a Shareholder has appointed more than one person as proxy, attorney or representative, none of the proxies, attorneys or representatives, is entitled to vote, and where a Shareholder is present in more than one capacity, that Shareholder is entitled only to one vote); and
(c) on a poll, every person present who is a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid shares, shall have such number of votes as bears the same proportion of the amount paid up or agreed to be considered as paid up on the total issue price of that Share at the time the poll is taken bears to the total issue price of the Share.

Rights on winding up

If the Company is wound up, whether voluntary or otherwise, the liquidator may divide among all or any of the contributories as the liquidator thinks fit in specie or kind any part of the assets of the Company, and may vest any part of the assets of the Company in trustees on any trusts for the benefit of all or any of the contributes as the liquidator thinks fit. Any division may be otherwise than in accordance with the legal rights of the contributories and, in particular, any class may be given preferential or special rights or may be excluded altogether or in part, but if any division otherwise than in accordance with legal rights of the contributories is determined, any contributory who would be prejudiced by the division has a right to dissent and ancillary rights as if the determination were a special resolution passed under the Corporations Act relating to the sale or transfer of the Company’s assets in a voluntary winding up.

Transfer of shares

Subject to the constitution of the Company, the Corporations Act, the Listing Rules and any other laws, Shares are freely transferable.

Future increases in capital

The allotment and issue of any Shares is under the control of the Board. Subject to the requirements of the Listing Rules, the constitution of the Company and the Corporations Act, the Directors may allot or otherwise dispose of Shares on such terms and conditions as they see fit.

Variation of rights

Under the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders, vary or abrogate the rights attaching to shares. If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the sanction of a special resolution of the Company and with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

Dividend rights

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the profits of the Company that the Directors determine to distribute by way of dividend are divisible among the holders of Shares and is payable on each Share on the basis of the proportion which the amount paid is of the total amounts paid, agreed to be considered to be paid or payable on the Share. A dividend may be declared at a rate per annum in respect of a specified period but no amount paid on a Share in advance of calls is to be treated as paid on that Share.

7.5 Rights and liabilities attaching to New Options

The New Options will be issued on the following terms and conditions.

(1) The Options are exercisable at any time prior to 5.00pm WST on the date which is 2 years after their date of issue ("the Time of Expiry"). Options not exercised on or before the Time of Expiry will automatically lapse.
(2) The Options may be exercised wholly or in part by completing a notice of exercise of options substantially in the form attached to the option certificate ("Notice of Exercise") to be delivered to the Company's registered office and received by it any time prior to the Time of Expiry.
(3) The Options entitle the holder to subscribe (in respect of each Option held) for one Share at an exercise price per Option of $0.08.
(4) Upon the exercise of the Options and receipt of all relevant documents and payment, Shares will be issued ranking equally with the then issued Shares. If at the date of exercise of the Options the Shares of the Company are quoted on the ASX, the Company will apply to ASX to have the Shares so issued granted Quotation.
(5) A summary of the terms and conditions of the Options including the Notice of Exercise will be sent to all holders of Options when they are issued.
(6) Any Notice of Exercise received by the Company prior to the Time of Expiry will be deemed to be a Notice of Exercise as at the last Business Day of the month in which such notice is received.
(7) There are no participating entitlements inherent in the Options to participate in new issues of capital, which may be offered to Shareholders during the currency of the Options. Prior to any new pro rata issue of securities to Shareholders, holders of Options will be notified by the Company and will be afforded 10 business days before the Record Date (as defined in the Listing Rules) (to determine entitlements to the issue), to exercise Options.
(8) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Time of Expiry, the number of Options or the exercise price of the Options or both shall be reconstructed (as appropriate) in a manner which will not result in any benefits being conferred on holders of Options which are not being conferred on Shareholders and (subject to the

provisions with respect to rounding of entitlements as sanctioned by the meeting of Shareholders approving the reconstruction of capital), in all respects, the terms for the exercise of Options shall remain unchanged. For these purposes the rights of the Option holder may be changed from time to time to comply with the Listing Rules applying to a reorganisation of capital at the time of reorganisation.

(9)
The Options may be transferred at any time prior to the Time of Expiry.
(10) Shares issued pursuant to the exercise of an Option will be issued not more than 14 days after the Notice of Exercise.

The New Options will not be admitted to Quotation on the ASX unless the circumstances set out in section 2.11 of this Prospectus apply (which may not happen).

7.6 Existing Options

The Company currently has on issue 72,059,422 unlisted Options. These Options were issued under the Company’s ESOP, and otherwise under the Director’s 15% capacity pursuant to Listing Rule 7.1.

The Company has adopted the ESOP as an incentive to employees of the Company or its associated bodies corporate. The Company is currently reviewing the terms and conditions of the ESOP, and this review is likely to result in amendments to the ESOP.

The expiry date and exercise price of the Existing Options is as follows:

Number	Exercise Price Per Option	Expiry Date
5,550,000	9.5c ESOPOptions	28February2019
25,344,422	27c ESOPOptions	28February2020
4,800,000	20c ESOPOptions	26 October 2021
330,000	25c ESOPOptions	30November 2020
170,000	27.5c ESOPOptions	30April 2021
22,490,000	31cOptions	20May2019
2,250,000	28.75cOptions	20May2019
1,125,000	38.75cOptions	20May2019
5,000,000	40cOptions	1 March 2019
5,000,000	48cOptions	1 March 2019

7.7 Interests of Directors

Other than as set out below or as set out elsewhere in this Prospectus, no Director has, or had within two years before lodgement of this Prospectus with the ASIC, any interest in:

(a) the promotion or formation of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its promotion or formation or the offer of New Shares and New Options under this Prospectus; or
(c) the offer of New Shares and New Options under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any Director other than as set out below:

(a) to induce them to become, or to qualify them, as a Director; or
(b) for services rendered by them in connection with the formation or promotion of the Company or the offer of New Shares and New Options under this Prospectus.

7.7.1 Shareholdings of Directors

As at the date of this Prospectus two of the directors (either personally, or through associated companies or trusts) hold Shares in the Company. These two Directors (Greg Solomon and Doug Solomon) are Qualifying Shareholders and will receive Rights to subscribe for New Shares (and accompanying New Options) pursuant to this Rights Issue.

The relevant interest of each of the Directors in the Shares and Options of the Company as at the date of this Prospectus, and assuming they take up their Rights (if any) in full by applying for all of the New Shares (and accompanying New Options) to which they are entitled under this Rights Issue, is as follows:

	Dr S Dunmead G Solomon (i.e. the GS Entities)	Dr S Dunmead G Solomon (i.e. the GS Entities)	D Solomon (i.e. the DS Entities) L Nikeas	D Solomon (i.e. the DS Entities) L Nikeas
Shares held New Shares offered under this Rights Issue (estimated)	Nil Nil.	40,744,855 4,074,486	35,132,614 3,513,262	Nil Nil.
Maximum Shares held on completion of this Rights Issue (estimated)	Nil.	44,819,341	38,645,876	Nil.
Existing Options held	2,400,000	Nil.	Nil.	2,400,000
New Options offered under this Rights Issue (estimated)	Nil.	2,037,243	1,756,631	Nil.

As previously noted elsewhere in this Prospectus, the GS Entities and the DS Entities have all indicated to the Company that they intend to take up their Entitlement in full (and to secure this commitment they have sub-underwritten the Entitlement Offer for an amount of $220,022.24 and $189,716.15 respectively, and to the extent they take up their Rights under the Entitlement Offer, the Application Moneys paid by them on account of their accepted Entitlements will be off-set against the amount they have agreed to subunderwrite). None of the directors intend to apply for any of the Shortfall.

Some of the Directors (both personally and through their associated entities) also hold a relevant interest in shares of Tasman (which, as at the date of this Prospectus, holds, through Noble, 594,555,077 (38.416%) of the Shares of the Company), as follows:*

Director	Shares Held	Options Held
Gregory Solomon	94,216,510	8,565,139
DouglasSolomon	92,675,330	8,411,053

*Figures do not include any new shares or options that may be issued under the Tasman rights issue as announced to ASX on 22 January 2019.

As noted earlier, Noble Energy Pty Ltd has indicated that it intends to take up 49.83% of its Entitlement (of approximately 59,455,508 New Shares and 29,727,754 accompanying New Options) under the Entitlement Offer, resulting in it being issued with 29,629,630 New Shares and 14,814,815 accompanying New Options and subscribing $1,600,000.

Nothing in this Prospectus will be taken to preclude any of the Directors, officers or employees of the Company or Tasman Resources or any of their subsidiary companies from applying for New Shares and accompanying New Options on the terms which are offered pursuant to this Prospectus.

7.7.2 Directors' remuneration

Non-executive directors’ fees not exceeding an aggregate of $260,000 per annum have been approved by the Company in general meeting. Levels of these fees may be varied by the Company in general meeting according to its constitution at any time. The Company is currently paying non-executive directors' fees of $54,000 per annum (plus superannuation, in the case of Doug Solomon) for each non-executive director. Having regard to the remuneration which is being paid to non-executive directors of comparable companies, as stated in section 6.2, the Company has had discussions with Dr Stephen Dunmead and Lazaros Nikeas (two non-executive directors) surrounding the issue to each of them (as additional remuneration) of $32,000 in value of Shares annually (subject to formal Board and shareholder approvals).

The remuneration of any executive director will be fixed by the Directors and may be paid by way of fixed salary or based on agreed hourly rates according to time spent, up to an agreed maximum amount. At the date of this Prospectus, the Company has resolved to pay to Gregory Solomon an annual fee of $300,000 plus superannuation for acting as executive chairman.

7.7.3 Directors’ and officers’ indemnity

In accordance with the Company's constitution and to the extent permitted by law, the Company must indemnify each Director and other officers of the Company out of the assets of the Company against any liability incurred by them in or arising out of the conduct of the business of the Company or in or arising out of the discharge of the duties of the officer, unless the liability was incurred by the officer through his or her own dishonesty, negligence, lack of good faith or breach of duty.

7.7.4 Other Interests of Directors

Gregory Solomon and Douglas Solomon are partners in the legal firm Solomon Brothers that will receive legal fees of approximately $33,000 (plus disbursements, plus GST) for services performed in relation to the Placement and the preparation of this Prospectus. Please see section 7.8 of this Prospectus for further details of the legal fees which have been paid to Solomon Brothers in the 2 year period prior to the date of this Prospectus.

Further, the Company has engaged the services of Princebrook Pty Ltd, a company of which Gregory Solomon and Douglas Solomon are shareholders and directors, to provide all office, accommodation, use of office equipment, accounting, secretarial and management services to the Company at a current cost of $23,809.53 per month plus GST plus an administration fee of $1,190.47 plus GST. The term of this contract commenced on 1 January 2015 and continues until terminated by either party giving three months’ notice of termination to the other, which notice may be given at any time (or until terminated consequent upon the other party’s default).

In addition, to secure their stated intention for them and their associated entities to take up their Entitlements under this Rights Issue in full, Gregory Solomon and Douglas Solomon have each agreed to sub-underwrite the Entitlement Offer to the extent of their Entitlement (being for 4,074,486 New Shares (and 2,037,243 accompanying New Options) and 3,513,262 New Shares (and 1,756,631 accompanying New Options) respectively). Any New Shares (and accompanying New Options) subscribed for by Greg Solomon or Doug Solomon (or their associated entities) under this Right Issue will be off-set against their sub-underwriting commitment. No sub-underwriting fee is payable to Gregory Solomon or Douglas Solomon.

The Company has engaged the services of Dunmead Global Solutions LLC, a company associated with Dr Stephen Dunmead, to provide consultancy services to the Company at a cost of $20,000 USD per month. As additional consideration, the Company will (subject to Shareholder approval) issue 1,000,000 Shares to Dr Stephen Dunmead. The term of this contract commenced on 1 January 2019 and will expire on 30 June 2019.

In addition, as stated in section 6.2 of this Prospectus, the board of the Company has had discussions with Dr Stephen Dunmead and Lazaros Nikeas in relation to the issue to each of them, subject to formal Board approval and Shareholder approval, of 1,000,000 Shares, in consideration of each of them forfeiting all Existing Options currently held by them under the Company’s ESOP (being 2,400,000 each).

7.8 Interests of named persons

Other than as set out below or elsewhere in this Prospectus, no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus, promoter or stockbroker to the Company has, or had within two years before lodgement of this Prospectus with ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the offer of New Shares and New Options under this Prospectus; or
(c) the offer of New Shares and New Options under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons for services rendered by them in connection with the formation or promotion of the Company or the offer of New Shares and New Options under this Prospectus.

Solomon Brothers, a legal firm of which Gregory Solomon and Douglas Solomon are partners, will receive professional fees of approximately $33,000 (plus disbursements, plus GST) for legal work undertaken by them in connection with the Placement and this Prospectus and for work performed in relation to the due diligence process. In addition, Solomon Brothers have rendered legal fees on account of professional services provided to the Company of approximately $60,500 (including disbursements and GST) for the two-year period ending 31 December 2018..

Pursuant to the Underwriting Agreement, Patersons Securities Limited (the Underwriter) will be entitled to be paid an underwriting fee and, if certain conditions are satisfied, a placement fee. See section 6.8.1 for details of these fees. In addition, in exchange for it agreeing to act as the Company’s nominee to sell all of the Rights that would have been given to the Non-Qualifying Foreign Shareholders had they been eligible to receive the Entitlement Offer (see sections 2.7 and 2.8 above), Patersons Securities Limited will be entitled to be paid a brokerage fee of 1.5% on the total gross dollar value of all Rights sold, or $1,500 plus GST (whichever is greater).

7.9 Consents

The following persons have consented to being named in the Prospectus but have not made any statements that are included in the Prospectus or statements identified in this Prospectus as being based on any statements made by those persons and take no responsibility for any part of the Prospectus other than their consent to be named in the Prospectus, and have not withdrawn their consent before the lodgement of this Prospectus with ASIC:

(1) Solomon Brothers as solicitors to the Company;
(2) Advanced Share Registry Services as Share Registry;
(3) Patersons Securities Limited A.C.N. 008 896 311 as Lead Manager, Underwriter and as the Company’s nominee to arrange for the sale of Rights that would have been given to the Non-Qualifying Foreign Shareholders.

7.10 Expenses of the Issue

It is estimated that approximately $260,768 will be payable by the Company in respect of legal, printing, postage and other costs arising from this Prospectus (assuming the Entitlement Offer is fully subscribed) (excluding GST), as follows:

ASIC prospectus lodgement fee ASX quotation fee Legal fees and expenses Underwriting fee Other expenses (including printing) Total	$3,206 $37,562 $33,000 $180,000 $7,000 $260,768

7.11 Dividends

The Board is not able to indicate when and if dividends will be paid in the future, as payment of any dividend will depend on the future profitability, financial position and cash requirements of the Company.

7.12 Taxation implications

The acquisition and disposal of New Shares and New Options in the Company will have tax consequences that will differ depending upon the individual financial affairs of each Applicant. The Directors consider that it is not appropriate to give Applicants advice regarding the taxation consequences of subscribing for New Shares and New Options under this Prospectus. All Applicants applying for New Shares and New Options are therefore first urged to obtain independent financial advice about the consequences of acquiring the New Shares and New Options from a taxation viewpoint and generally. Applicants should consult their own professional tax advisers in connection with subscribing for New Shares and New Options under this Prospectus.

7.13 Litigation

The Company is not currently engaged in any litigation or arbitration proceedings, nor, so far as the Directors are aware, are any such proceedings pending or threatened against the Company.

8. GLOSSARY NAMES AND TERMS

Acceptance Form means the personalised entitlement and acceptance form to be sent together with this Prospectus with respect to the Entitlement Offer and the Shortfall Offer;

Applicant means a Qualifying Shareholder who applies to take up all or part of their Entitlement, or a person who has purchased Rights from a Qualifying Shareholder (whether on ASX or otherwise) and who applies to take up all or part of the Entitlements the subject of those purchased Rights, or a Placement Subscriber who applies for New Placement Options under the Placement Options Offer (as the case may be);

Application means a valid application made by an Applicant to subscribe for New Shares and accompanying New Options (or in the case of the Placement Options Offer, New Placement Options) under one or more of the Offers pursuant to this Prospectus;

Application Moneys means the sum of $0.054 per New Share payable on submission of an Application pursuant to the Entitlement Offer or the Shortfall Offer contained in this Prospectus;

ASIC means Australian Securities and Investments Commission;

ASX means ASX Limited (A.C.N 008 624 691) or the Australian Securities Exchange, as the context requires;

Board means the board of Directors unless the context indicates otherwise;

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Perth, Western Australia;

Closing Date means 5:00pm WST on 4 March 2019;

Company means Eden;

Corporations Act and Act means the Corporations Act 2001 (Cth);

Directors means the directors of the Company from time to time;

Dollars or $ means Australian dollars unless otherwise stated;

Eden and Eden Innovations means Eden Innovations Limited A.C.N 109 200 900 (ASX Code: EDE);

Entitlement means a Qualifying Shareholder’s entitlement to subscribe for New Shares (and accompanying New Options) under the Entitlement Offer or, if a person has purchased Rights from a Qualifying Shareholder (whether on ASX or otherwise), that persons entitlement to subscribe for New Shares (and accompanying New Options) the subject of those purchased Rights (as the case may be);

Entitlement Offer has the meaning given to that term in section 2.1.1 and means the offer contained in this Prospectus to each Qualifying Shareholder of 1 New Share for every 10 Existing Shares held by that Qualifying Shareholder at the Record Date at an issue price of $0.054 per New Share, together with 1 free attaching New Option for every 2 New Shares issued under this Prospectus;

ESOP means the Company’s Employee Share Option Scheme;

Existing Options means all of those Options which are currently on issue by the Company, as detailed in section 7.6 of this Prospectus;

Existing Shares means Shares on issue in the Company as at the Record Date;

Glossary means this glossary;

Issue means the issue of New Shares and New Options pursuant to this Prospectus;

Listing Rules means the Listing Rules of ASX;

New Option means an Option to be issued under an Offer contained in this Prospectus to subscribe for 1 Share in the Company at $0.08 on or before 2 years after the date of issue of the said Option and otherwise on the terms and conditions set out in section 7.5 of this Prospectus;

New Placement Options means 13,138,891 New Options, being offered to the Placement Subscribers (on the basis of one free attaching New Option for every 2 Shares acquired by them under the Placement);

New Share means a Share to be issued under this Prospectus;

Noble means Noble Energy Pty Ltd A.C.N. 115 057 586;

Non-Qualifying Foreign Shareholder means a Shareholder whose registered address at the Record Date is not in Australia or New Zealand;

Offer Period means the period commencing on the Opening Date and ending on the Closing Date;

Offers means the Entitlement Offer, the Shortfall Offer and the Placement Options Offer;

Official List means the Official List of the ASX;

Opening Date means18 February 2019;

Option means a right to acquire a Share in the Company;

Optionholder means a holder of Options;

Placement means the issue by the Company of 26,277,774 Shares at a price of $0.054 per Share (together with the right to acquire one free attaching New Placement Option for every 2 Placement Shares acquired) to investors to whom a disclosure document is not required under the Corporations Act, as detailed in the Company’s announcement to ASX on 31 January 2019 and more details of which appear in section 2.9;

Placement Options Offer has the meaning given to that term in section 2.1.3;

Placement Shares means 26,277,774 shares issued to the Placement Subscribers under the Placement;

Placement Subscribers means the investors to whom the Placement Shares were issued under the Placement.

Prospectus means this Prospectus dated 11 February 2019;

Qualifying Shareholder means a holder of Shares registered at 5:00pm WST on the Record Date and whose registered address is in Australia or New Zealand;

Quotation means quotation of the New Shares or (if the Company makes an application ASX to have the same quoted in the circumstances set out in section 2.11) the quotation of the New Options on ASX (as the case may be);

Record Date means 5.00pm WST on 15 February 2019;

Rights means the right to subscribe for New Shares (with attaching New Options) under the Entitlement Offer in this Prospectus;

Rights Issue has the same meaning as Entitlement Offer;

Securities means the New Shares and New Options to be issued under this Prospectus;

Share means one fully paid ordinary share in the Company;

Shareholder means the holder of Shares;

Shortfall means, if the Entitlement Offer is not fully subscribed, those New Shares (and accompanying New Options) which are not taken up under the Entitlement Offer by the Closing Date;

Shortfall Offer has the meaning given to that term in section 2.1.2, more details of which appear in section 2.15;

Sub-Underwriters means all of those persons who have entered into a Sub-Underwriting Agreement with the Underwriter;

Sub-Underwriting Agreements means those agreements which are referred to in sections 6.4 and 6.8.2.

Tasman and Tasman Resources means Tasman Resources Limited A.C.N 009 253 187 (ASX code: TAS);

Underwriting Agreement means the agreement between the Company and the Underwriter dated 11 February 2019, the material terms and conditions of which are summarised in section 6.8.1;

Underwriter means Patersons Securities Limited A.C.N. 008 896 311;

Underwritten Amount means $5,000,000;

VWAP has the meaning given to that term in the Listing Rules;

WST means Western Standard Time, Perth, Western Australia.

9. CONSENT BY DIRECTORS

Each of the Directors of Eden Innovations Limited has consented to the lodgement of this Prospectus in accordance with section 720 of the Corporations Act.

Dated the 11[th] day of February 2019

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_________ Signed for and on behalf of Eden Innovations Ltd By Gregory Howard Solomon (Executive Chairman)

10.CORPORATE DIRECTORY

Directors:	Gregory H. Solomon, LLB (Executive Chairman)
	Douglas H. Solomon, B.Juris LLB (Hons) (Non-executive Director)
	Stephen D. Dunmead, Ph.D., M.S., B.S. (Non-Executive Director)
	Lazaros Nikeas B.A. (Non-Executive Director)
Company Secretary:	Aaron Gates, Bcom, CA, AGIA
Registered Office:	Level 15
	197 St Georges Terrace
	Perth
	Western Australia
	Tel: (+618) 9282 5889
	Fax: (+618) 9282 5966
	e-mail:[email protected]
	website:www.edeninnovations.com
Share Registry:	Advanced Share Registry Services
	110 Stirling Highway
	Nedlands
	Western Australia
	Tel: (+618) 9389 8033
	Fax: (+618) 9389 7871
Solicitors to the Company:	Solomon Brothers
	Level 15
	197 St Georges Terrace
	Perth
	Western Australia
	Tel: (+618) 9282 5888
	Fax: (+618) 9282 5855