ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. — Capital/Financing Update 2019

Oct 28, 2019

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

(Replacement) 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

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 1) Fully paid ordinary shares be issued 2) Options 2 Number of[+] securities issued or 1) fully paid ordinary shares – up to to be issued (if known) or 7,445,207,705 maximum number which may 2) options – up to 2,581,735,902 be issued

• See chapter 19 for defined terms.

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3 Principal terms of the 1) fully paid ordinary shares +securities (e.g. if options, 2) Options to be issued under the exercise price and expiry date; if entitlements offer (up to partly paid +securities, the 2,481,735,902) – each option is amount outstanding and due exercisable at 0.3 cents for one Share dates for payment; if +convertible securities, the and will expire on the 3[rd] anniversary of the issue date conversion price and dates for conversion) 3) Options to be issued to the manager of the entitlements offer (100,000,000)– each option has an exercise price of 0.15 cents, expiring 3 years after the issue date

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally 1) Shares – yes in all respects from the[+] issue 2) Options – no, however shares issued date with an existing[+] class of on exercise of the options will rank quoted[+] securities? equally with existing shares. 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

• 0.10 cents per share, with one free attaching option for every 3 shares issued

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Pursuant to the Company’s renounceable entitlements offer under the prospectus dated 29 October 2019, funds will be used as follows:

• 1) General working capital

• 2) Coldry to char plant upgrades 3) Debt repayment including loans and trade creditors

• 4) Payment for expenses of the entitlement offer

Options to be issued to the manager of the entitlements offer will constitute part of payment of the offer management fee

• 6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?

No

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

Not applicable

• See chapter 19 for defined terms.

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6c Number of[+] securities issued 100,000,000 without security holder approval under rule 7.1 6d Number of[+] securities issued Not applicable with security holder approval under rule 7.1A 6e Number of[+] securities issued Nil with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued Up to 7,445,207,705 fully paid ordinary under an exception in rule 7.2 shares and up to 2,481,735,902 options (Exception 1) 6g If[+] securities issued under rule Not applicable 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 Not applicable 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 Rule 7.1 – 620,077,459 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 Rule 7.1A – not applicable and release to ASX Market Announcements 7 +Issue dates 26 November 2019 (expected date based on Note: The issue date may be prescribed by current timetable for the renounceable ASX (refer to the definition of issue date in entitlements offer) 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.

• See chapter 19 for defined terms.

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Number +Class 8 Number and +class of all Up to 12,245,724,098 Fully paid ordinary +securities quoted on ASX shares ( including the +securities in Up to 2,581,735,902 Options to be section 2 if applicable) quoted Number +Class 9 Number and +class of all Not applicable +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval No required? 12 Is the issue renounceable or nonRenounceable renounceable? 13 Ratio in which the[+] securities 1 : 1.55 (with one free attaching option for will be offered every 3 shares issued) 14 +Class of +securities to which the 1) Fully paid ordinary shares offer relates 2) Options 15 +Record date to determine 1 November 2019 entitlements 16 Will holdings on different No registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements Rounded down to the nearest whole in relation to fractions number

• See chapter 19 for defined terms.

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18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	All countries other than Australia and New Zealand
	19 November 2019 (expected date based on current timetable for the renounceable entitlements offer)

• See chapter 19 for defined terms.

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20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell	Not applicable
	Not applicable
	CPS Capital Group Pty Ltd
	1) $45,000; 2) 1% of the total amount raised under the entitlement offer; 3) 5% of the amount from any shortfall shares placed; and 4) 100 million options with an exercise price of 50% premium of the issue price, expiring 3 years after the issue date
	Not applicable
	Not applicable
	5 November 2019
	Not applicable
	31 October 2019
	12 November 2019
	The entitlements under the Offer are

• See chapter 19 for defined terms.

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their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	renounceable which means that all or part of an Eligible Shareholder’s rights to subscribe for shares under the offer may be traded on ASX. If shareholders wish to sell all of their entitlement on ASX, they must provide instructions to their stockbroker regarding the entitlement they wish to sell on ASX and complete the section marked “instructions to stockbroker” on the back of the Entitlement and Acceptance form which accompanies the prospectus. There is no guarantee that an Eligible Shareholder will be able to sell all or part of their Entitlement on ASX or any particular price will be paid for the Entitlements sold on ASX.
	If shareholders wish to take up only part of their entitlement, they must complete their personalised Entitlement and Acceptance form which accompanies the prospectus, for the number of Shares they wish to take up and subsequently, provide instructions to their stockbroker regarding the proportion of the Entitlement they wish to sell.

• See chapter 19 for defined terms.

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32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	If the person is a Shareholder and hold Shares on the issuer sponsored sub- register, they will need to forward a completed renunciation form (obtainable through your stockbroker or the Share Registry) together with the personalised Entitlement and Acceptance Form completed by the transferee together with a cheque for the appropriate application money to reach the Company’s share registry (at the postal address shown below), by 5.00 pm Australian Eastern Standard Time on closing date. If the shareholder wishes to transfer all or a proportion of their entitlement to or from another person on the CHESS subregister they must engage their CHESS controlling participant.
	26 November 2019 (expected date based on current timetable for the renounceable entitlements offer)

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

• See chapter 19 for defined terms.

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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

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b) – Not applicable

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[+] issue date with an existing[+] class of quoted +securities?

If the additional[+] securities do not rank equally, please state:

• the date from which they do

• • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another[+] security, clearly identify that other[+] security)

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

Number +Class

• See chapter 19 for defined terms.

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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: 29 October 2019 (Director/Company secretary)

Print name:

.........................................................

• See chapter 19 for defined terms.

== == == == ==

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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

==> picture [415 x 404] intentionally omitted <==

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

Insert number of fully paid [+] ordinary 4,800,516,393
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 0
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary 0
securities cancelled during that 12 month
period
“A” 4,800,516,393
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	720,077,459
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	100,000,000 (options to be issued to broker described in part 1 of this Appendix 3B)
“C”	100,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	720,077,459
Subtract“C” Note: number must be same as shown in Step 3	100,000,000
Total[“A” x 0.15] – “C”	620,077,459 [Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	720,077,459
Note: number must be same as shown in
Step 2
Subtract“C”	100,000,000
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	620,077,459
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2 – not applicable

Rule 7.1A – Additional placement capacity for eligible entities

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

==> picture [185 x 45] intentionally omitted <==

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

“A”
Note: number must be same as shown in
Step 1 of Part 1
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Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10

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

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

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

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

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

• “E”

• See chapter 19 for defined terms.

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

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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