ENVIRONMENTAL CLEAN TECHNOLOGIES LIMITED. — Share Issue/Capital Change 2014

Jul 24, 2014

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Replacement Appendix 3B

Friday 25 July 2014: Environmental Clean Technologies Limited (ECT or Company) (ASX:ESI) provides the following Appendix 3B as a replacement to the Appendix 3B lodged on 1 July 2014 in relation to the quotation of new bonus options (ESIOB).

This replacement 3B includes additional information under Part 2, relating to the pro-rata aspect of the new bonus options.

For further information contact: Ashley Moore – Managing Director - info@ectltd.com.au

About ECT

ECT is in the business of commercialising leading-edge coal and iron making technologies, which are capable of delivering financial and environmental benefits.

We are focused on advancing a portfolio of technologies, which have significant market potential globally.

ECT’s business plan is to pragmatically commercialise these technologies and secure sustainable, profitable income streams through licencing and other commercial mechanisms.

About Coldry

When applied to lignite and some sub-bituminous coals, the relatively simple Coldry beneficiation process produces a black coal equivalent (BCE) in the form of pellets. Coldry pellets have equal or superior energy value to many black coals and produce lower CO2 emissions than raw lignite.

About MATMOR

The MATMOR process has the potential to revolutionise primary iron making.

MATMOR is a simple, low cost, low emission, production technology, utilising the patented MATMOR retort, which enables the use of cheaper feedstocks to produce primary iron.

Level 7, 530 Little Collins Street, Melbourne Vic, 3000 Australia | Phone +613 9909 7684 | www.ectltd.com.au | ABN 28 009 120 405 Listed on the Australian Stock Exchange (ASX:ESI)

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	Options to acquire fully paid ordinary shares (ESIOB).
	Approximately 728,900,091 ESIOB pursuant to a bonus issue (Bonus Issue) described in the ASX Announcement lodged with ASX on 30 June 2014. The exact number of ESIOB to be issued pursuant to the Bonus Issue is not known as at the date of this Appendix 3B as that number will depend on the reconciliation of shareholder entitlements as at 5.00 pm on 31 July2014(Record Date).

+!See!chapter!19!for!defined!terms.!

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Appendix(3B( New(issue(announcement(

3 Principal terms of the +securities (e.g. if options, An ESIOB entitles the holder to exercise exercise price and expiry date; the option for a fully paid ordinary share if partly paid[+] securities, the (ESI) in the Company ( Share ) for a price of amount outstanding and due 1.5 cents. The ESIOBs expire at 5.00 pm dates for payment; if +convertible securities, the on 31 July 2017. conversion price and dates for conversion)

+!See!chapter!19!for!defined!terms.!

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4 Do the[+] securities rank equally ESIOBs are not an existing class of in all respects from the[+] issue Securities and do not rank equally with date with an existing[+] class of shares. quoted[+] securities? The Shares issued pursuant to the exercise If the additional[+] securities do of the ESIOBs will rank equally with not rank equally, please state: existing Shares. ! 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 The ESIOBs will be issued to shareholders resident in Australia and New Zealand as at the Record Date, on a 1 for 3 basis for no consideration. 6 Purpose of the issue No monies will be raised from the issue of (If issued as consideration for ESIOB. the acquisition of assets, clearly identify those assets) Funds raised from the exercise of the ESIOs will be used for working capital purposes and to pay the Company’s ongoing liabilities. 6a Is the entity an[+] eligible entity No 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

+!See!chapter!19!for!defined!terms.!

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)
	7.1 remaining capacity is 325,227,263 and 7.1A capacity is 198,299,656.
	6 August 2014
	Number	+Class
	2,186,700,273 728,900,091	Ordinary Shares Options (ESIOB)

+!See!chapter!19!for!defined!terms.!

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	20,000,000	Unlisted options exercisable at 5.0 cents each and expiring on 14 December 2014
	$525,000	The balance of the strategic deliverable bond and convertible into fully paid ordinary shares ranking equally with existing Ordinary Shares, consisting of: 1. $50,000 Bond unpaid and available to the Company (ref ASX announcement 22/11/13; and 2. $475,000 paid and convertible into shares. Refer to ASX Announcements of 21 November 2012 and 5 July 2013 in relation to Bond details.
	None

+!See!chapter!19!for!defined!terms.!

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Part 2 - Pro rata issue

Part 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 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	Security holder approval was received under Resolution 3 at a general meeting held on 30 May2014.
	Non-renouceable.
	One (1) new option (ESIOB) for every three (3) shares (ESI) held on the record date
	ESIOB options per description in Part 1.
	31 July 2014
	No.
	Where fractions arise in the calculation of entitlements, they will be rounded to the nearest whole number, with a fraction of 0.5 beingrounded up.
	All countries other than Australia and New Zealand.
	N/A.

+!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 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?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	Notice was sent to a holder of unlisted options on 10 July 2014.
	N/A
	N/A
	N/A
	N/A

+!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

N/A 6 August 2014

+!See!chapter!19!for!defined!terms.!

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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.!

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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+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)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A	N/A

+!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: 30 June 2014

Company secretary

Print name: Adam Giles

== == == == ==

+!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

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	1,824,318,131
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	343,863,623
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	0
“A”	2,168,181,754

+!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	325,227,263
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	0
“C”	0
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	325,227,263
Subtract“C” Note: number must be same as shown in Step 3	0
Total[“A” x 0.15] – “C”	325,227,263 [Note: this is the remaining placement capacity under rule 7.1]

+!See!chapter!19!for!defined!terms.!

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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” 2,168,181,754 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 216,818,175 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued 18,518,519 on 2 June 2014 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” 18,518,519

+!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	216,818,175
Subtract“E” Note: number must be same as shown in Step 3	18,518,519
Total[“A” x 0.10] – “E”	198,299,656 Note: this is the remaining placement capacity under rule 7.1A

+!See!chapter!19!for!defined!terms.!

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