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EDEN INNOVATIONS LTD Share Issue/Capital Change 2011

Nov 13, 2011

64820_rns_2011-11-13_6cb9f992-124d-48af-a54e-3eb20baccb63.pdf

Share Issue/Capital Change

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

EDEN ENERGY LTD

ABN

58 109 200 900

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities (eg,
if options, exercise price and expiry
date; if partly paid+securities, the
amount outstanding and due dates
for
payment;
if
+convertible
securities, the conversion price and
dates for conversion)

Ordinary fully paid shares (EDE)

$0.20 30 June 2014 options (EDEO)

Up to approximately 70,615,000 ordinary
fully paid shares

Up to approximately 70,615,000 $0.20 30
June 2014 options

The shares are ordinary fully paid shares

Each
option
entitles
the
holder
to
subscribe for one fully paid ordinary share,
and is exercisable at any time prior to
5.00pm WST 30 June 2014 at an exercise
price of $0.20 per option
  • See chapter 19 for defined terms.

Appendix 3B Page 1

Appendix 3B New issue announcement

4
Do the+securities rank equally in all
respects from the date of allotment
with an existing+class of quoted
+securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the
extent
to
which
they
participate for the next dividend,
(in
the
case
of
a
trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates of entering+securities into
uncertificated holdings or despatch
of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause 2
if applicable)
Yes (ASX Codes: EDE and EDEO) Yes (ASX Codes: EDE and EDEO)
$0.05 per ordinary share
To raise funds to pay the second tranche of the
settlement sum due by the entity to Omni
Laboratories
Inc
consequent
upon
the
settlement of the proceedings in the Queens
Beach Division of the High Court of Justice of
England and Wales, to repay outstanding
financial obligations of the entity and to
provide general working capital to fund the
ongoingoperations of the Company
15 December 2011 (anticipated)
Number +Class
Approximately
317,768,019
Approximately
118,646,379
Fully paid ordinary
shares
$0.20 30 June 2014
options
  • See chapter 19 for defined terms.

Appendix 3B Page 2

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause 2
if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
2,688,0104
5,000,000
4,000,000
Options issued to
directors and to the
Company's employees
under ESOP
$0.10 31 December
2011 options
$0.10625 20
November 2012
options
No dividends anticipated to be declared for the
foreseeable future

Part 2 - Bonus issue or pro rata issue

  • 11 Is security holder approval No required?

  • 12 Is the issue renounceable or nonNon-renounceable renounceable?

  • 13 Ratio in which the[+] securities will Two (2) new fully paid ordinary shares for be offered every seven (7) ordinary shares held

  • 14 +Class of +securities to which the Ordinary fully paid shares (EDE) offer relates $0.20 30 June 2014 options (EDEO)

  • 15 +Record date to determine 23 November 2011 entitlements

  • 16 Will holdings on different registers Yes (or subregisters) be aggregated for calculating entitlements?

  • 17 Policy for deciding entitlements in Fractional entitlements will be rounded up to relation to fractions the nearest whole number of new ordinary shares (and attaching $0.20 30 June 2014 options)

  • See chapter 19 for defined terms.

Appendix 3B Page 3

Appendix 3B New issue announcement

18
Names of countries in which the
entity has+security holders who
will
not
be
sent
new
issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount of any handling fee payable
to brokers who lodge acceptances
or renunciations on behalf of
+security holders
25
If the issue is contingent on
+security holders’ approval, the date
of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell their
entitlements_in full_through a
Countries other than Australia and New
Zealand.
8 December 2011
Noble Energy Pty Ltd and A & K Leibovitch
as trustee for the Katss Investment Trust
$46,650.00 (being 5% of the underwritten
amount of$933,000)
Not applicable

Not applicable
Not applicable
Not applicable
24 November 2011
31 October 2011
Not applicable
Not applicable
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 4

Appendix 3B New issue announcement

broker?

31 How do[+] security holders sell part of their entitlements through a broker and accept for the balance?

Not applicable

  • See chapter 19 for defined terms.

Appendix 3B Page 5

Appendix 3B New issue announcement

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

  • 33 +Despatch date

15 December 2011

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities ( tick one )

  • (a) Securities described in Part 1

  • (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

This information will be provided after the non-renounceable rights issue has closed.

  • See chapter 19 for defined terms.

Appendix 3B Page 6

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 7

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: (Director ~~/Company secretary)~~

Date: 14 November 2011

Print name: Gregory Howard Solomon

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8