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ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. Capital/Financing Update 2017

Jul 31, 2017

64819_rns_2017-07-31_acd01454-bbeb-46df-a5d1-9d8b413dcb7a.pdf

Capital/Financing Update

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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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Environmental Clean Technologies Limited ( Company )

ABN

28 009 120 405

We (the entity) give ASX the following information.

Part 1 - All issues

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

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to be
issued (if known) or maximum number
which may be issued
3
Principal terms of the+securities (e.g.
if options, exercise price and expiry
date; if partly paid+securities, the
amount outstanding and due dates for
payment; if+convertible securities, the
conversion price and dates for
conversion)
Fully Paid Ordinary Shares (ESI).
1,237,528,978 (ordinary shares)
1,237,528,978 Fully Paid Ordinary Shares ranking
equally with existing Ordinary Shares.
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

4
Do the+securities rank equally in all
respects from the+issue date with an
existing+class of quoted+securities?
If the additional+securities do not rank
equally, please state:
§
the date from which they do
§
the extent to which they participate
for the next dividend, (in the case
of a trust, distribution) or interest
payment
§
the extent to which they do not
rank equally, other than in relation
to the next dividend, distribution or
interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
6a
Is the entity an+eligible entity that has
obtained
security
holder
approval
under rule 7.1A?
If Yes, complete sections 6b – 6h_in_
relation to the+securities the subject of
this Appendix 3B, and comply with
section 6i
6b
The date the security holder resolution
under rule 7.1A was passed
6c
Number of+securities issued without
security holder approval under rule 7.1
6d
Number of+securities issued with
security holder approval under rule
7.1A
6e
Number of+securities issued with
security holder approval under rule 7.3,
or another specific security holder
approval (specify date of meeting)
Yes, the New Shares will rank equally with the existing
ESI securities.
•$0.009 in relation to the exercise of ESIOA Listed
Options.
•$0.015 in relation to the exercise of ESIOB Listed
Options.
•Exercise of 682,271,018 ESIOA Listed Options at
0.9¢ per Option.
•Exercise of 555,257,960 ESIOB Listed Options at
1.5¢ per Option.
Yes
24/11/2016
NA
NA
NA
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

6f
Number of+securities issued under an
exception in rule 7.2
6g
If+securities issued under rule 7.1A,
was issue price at least 75% of 15 day
VWAP
as
calculated
under
rule
7.1A.3? Include the+issue date and
both values. Include the source of the
VWAP calculation.
6h
If+securities were issued under rule
7.1A for non-cash consideration, state
date
on
which
valuation
of
consideration was released to ASX
Market Announcements
6i
Calculate the entity’s remaining issue
capacity under rule 7.1 and rule 7.1A –
complete Annexure 1 and release to
ASX Market Announcements
7
+Issue dates
Note: The issue date may be prescribed by ASX (refer
to the definition of issue date in rule 19.12). For
example, the issue date for a pro rata entitlement issue
must comply with the applicable timetable in Appendix
7A.
Cross reference: item 33 of Appendix 3B.
8
Number and+class of all+securities
quoted
on
ASX
(including
the
+securities in section 2 if applicable)
9
Number and+class of all+securities not
quoted
on
ASX
(including
the
+securities in section 2 if applicable)
10
Dividend policy (in the case of a trust,
distribution policy) on the increased
capital (interests)
1,237,528,978 fully paid ordinary shares (exception 4) 1,237,528,978 fully paid ordinary shares (exception 4)
NA
NA
7.1 remaining capacity is 685,435,676 and 7.1A capacity
is 431,957,117.
31 July 2017
Number +Class
4,594,571,173
38,512,002
199,932,933
743,519,773



Ordinary Shares (ESI)
Options (ESIOA)
Options (ESIOB)
Options (ESIOC)
Number +Class
170,000,000 Unlisted options
exercisable at 1.5¢,
expiring on 31 July 2018.
None
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Part 2 - Pro rata issue

N/A

  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

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)

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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 ]

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: § the date from which they do § the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment § the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation N/A 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 N/A N/A +securities quoted on ASX ( including the[+] securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Quotation agreement

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

  • 2 We warrant the following to ASX.

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

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

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

    • § Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

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

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

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

Sign here: ........................................................ Date: 31 July 2017 Company secretary

Print name: Adam Giles

== == == == ==

  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

Part 1 Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is
calculated
Insertnumber of fully paid+ordinary securities on
issue 12 months before the+issue date or date of
agreement to issue
2,733,211,506
Addthe following:

Number of fully paid+ordinary securities issued in
that 12 month period under an exception in rule
7.2

Number of fully paid+ordinary securities issued in
that 12 month period with shareholder approval

Number of partly paid+ordinary securities that
became fully paid in that 12 month period
Note:

Include only ordinary securities here – other
classes of equity securities cannot be added

Include here (if applicable) the securities the
subject of the Appendix 3B to which this form is
annexed

It may be useful to set out issues of securities on
different dates as separate line items
08/09/16 5,555,556 (ESIOA exercise)
26/10/16 6,427,223 (ESIOA exercise)
26/10/16 33,333 (ESIOB exercise)
4/10/16
15,888,889 (ESIOA exercise)
11/11/16 13,888,889 (ESIOA exercise)
18/11/16 13,000,000 (ESIOA exercise)
18/11/16 81,667 (ESIOB exercise)
22/11/16 9,000,000 (ESIOA exercise)
23/11/16 9,263,010 (ESIOA exercise)
22/2/17
12,160,417 (ESIOA exercise)
22/2/17
119,767 (ESIOB exercise)
10/3/17
7,466,667 (ESIOA exercise)
10/3/17
44,444 (ESIOB exercise)
15/3/17
8,500,000 (ESIOA exercise)
15/3/17
20,000 (ESIOB exercise)
3/4/17
31,000,000 (ESIOA exercise)
3/4/17
50,000 (ESIOB exercise)
18/4/17
35,000,000 (ESIOA exercise)
24/4/17
10,555,556 (ESIOA exercise)
24/4/17
27,500 (ESIOB exercise)
9/5/17
(25,000,000) (reversal of ESIOA ex)
9/5/17
15,000,000 (ESIOA exercise)
9/5/17
500,000 (ESIOB exercise)
29/5/17
12,200,000 (ESIOA exercise)
29/5/17
84,667 (ESIOB exercise)
31/5/17
35,000,000 (ESIOA exercise)
21/6/17
14,084,570 (ESIOA exercise)
21/6/17
1,564,134 (ESIOB exercise)
29/6/17
51,996,451 (ESIOA exercise)
29/6/17
5,122,857 (ESIOB exercise)
11/7/17
22,360,683 (ESIOA exercise)
11/7/17
9,167,304 (ESIOB exercise)
14/7/17
94,072,632 (ESIOA exercise)
14/7/17
15,402,078 (ESIOB exercise)
18/7/17
38,999,453 (ESIOA exercise)
18/07/17
28,268,881 (ESIOB exercise)
21/07/17
74,511,014 (ESIOA exercise)
21/07/17
27,413,046 (ESIOB exercise)
31/07/17
682,271,018 (ESIOA exercise)
31/07/17
555,257,960 (ESIOB exercise
Total
1,836,359,666
  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Subtract the number of fully paid[+] ordinary securities 0 cancelled during that 12 month period “A” 4,569,571,172

Step 2: Calculate 15% of “A”

  • “B” 0.15 [Note: this value cannot be changed]

  • Multiply “A” by 0.15 685,435,676 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of[+] equity securities issued or Nil agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

  • Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

  • • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

  • • It may be useful to set out issues of securities on different dates as separate line items

  • “C” Nil

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

under rule 7.1
“A” x 0.15 685,435,676
Note: number must be same as shown in Step 2
Subtract“C” Nil
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C” 685,435,676
[Note: this is the remaining placement capacity
under rule 7.1]
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Part 2 Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is
calculated
“A”
Note: number must be same as shown in Step 1 of
Part 1
4,569,571,172
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 456,957,117
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has
already been used
Insertnumber of+equity securities issued or
agreed to be issued in that 12 month period under
rule 7.1A
Notes:

This applies to equity securities – not just
ordinary securities

Include here – if applicable – the securities the
subject of the Appendix 3B to which this form is
annexed

Do not include equity securities issued under
rule 7.1 (they must be dealt with in Part 1), or
for which specific security holder approval has
been obtained

It may be useful to set out issues of securities
on different dates as separate line items
23/11/16 25,000,000 (ESI)
“E” 25,000,000
  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity
under rule 7.1A
“A” x 0.10
Note: number must be same as shown in Step 2
456,957,117
Subtract“E”
Note: number must be same as shown in Step 3
25,000,000
Total[“A” x 0.10] – “E” 431,957,117
Note: this is the remaining placement capacity under
rule 7.1A
  • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11