MARMOTA LIMITED — Capital/Financing Update 2016

Jan 14, 2016

ASX ANNOUNCEMENT

15 January 2016

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Performance Rights

Marmota Energy Limited (ASX: MEU) (“Marmota”)

At the Annual General Meeting on 25 November 2014 (“AGM”), shareholders approved “the issue of Performance Rights to the Managing Director”, Mr David Williams, (Resolution 5), namely:

• 1.2 million fully paid ordinary shares in the Company, if before 8 September 2016 the 30 day volume weighted average price of the Company’s shares is equal to or greater than $0.04 (4 cents),

• 1.2 million fully paid ordinary shares in the Company, if before 8 September 2016 the 30 day volume weighted average price of the Company’s shares is equal to or greater than $0.06 (6 cents).

Due to an oversight, despite being approved, the above Performance Rights were not issued.

On 13 January 2016, Marmota issued an Appendix 3B statement and an Appendix 3Y statement which, in part, dealt with the issue of the outstanding Performance Rights already approved by shareholders at the AGM on 25 November 2014, but not issued. That approval allowed for the issue of the Performance Rights within 1 month after the AGM and as that time has passed, the issuing of same would now be in contravention of Listing Rule 10.11.

The Board of Marmota has therefore resolved to:

• a) cancel the Performance Rights issued on 13 January, as set out in the attached Appendix 3B statement and associated Appendix 3Y statement, and

• b) agreed to issue the approved Performance Rights subject to obtaining fresh re-approval by shareholders at the next available opportunity, pursuant to Listing Rule 10.11.

For further information, please contact:

Marmota Energy Limited David Williams Managing Director Email: info@marmotaenergy.com.au

Level 30, Westpac House 91 King William Street Adelaide SA 5000 ABN: 38 119 270 816 T: (61 8) 7088 4883 F: (61 8) 7088 4884 www.marmotaenergy.com.au

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4162Rule 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

Marmota Energy Limited

ABN 38 119 270 816

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	(a) Cancellation of Unlisted Performance Rights (b) Agreement to issue Unlisted Performance Rights subject to shareholder approval
	(a) 2,400,000 (b) 2,400,000

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

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)

(a) Unlisted Performance Rights cancelled: Approved AGM on 25 November 2014. 1,200,000 if prior to 8 September 2016, the 30 day VWAP of listed shares is equal to or greater than $0.04; and 1,200,000 if prior to 8 September 2016, the 30 day VWAP of listed shares is equal to or greater than $0.06. Non-transferable except on same basis as under the ESOP. Not Quoted. (b) Agreement to issue Unlisted Performance Rights: 1,200,000 if prior to 8 September 2016, the 30 day VWAP of listed shares is equal to or greater than $0.04; and 1,200,000 if prior to 8 September 2016, the 30 day VWAP of listed shares is equal to or greater than $0.06. Non-transferable except on same basis as under the ESOP. Not Quoted. To be issued when re-approved by shareholders in accordance with Listing Rule 10.12 (Exception 10).

4 Do the[+] securities rank equally in (a) N/A all respects from the[+] issue date with+securities?an existing[+] class of quoted (b) No, rights are non-transferable (except as would be allowed under the ESOP) and will not be quoted. Shares that will be If the additional[+] securities do not issued in the event that the performance rank equally, please state: • the date from which they do criteria is met will rank equally with • the extent to which they existing shares upon issue. 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 (a) N/A (b) Nil

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) 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.	(a) N/A (b) Agreement to issue of Performance Rights subject to approval of shareholders
	No
	N/A
	N/A
	N/A
	(a) N/A (b) N/A
	(a) N/A (b) agreement to issue 2,400,000 Performance Rights when re-approved by shareholders (Exception 14)
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 3

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6h If +securities were issued under N/A 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 N/A issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates (a) 15 January 2016 Note: The issue date may be prescribed by ASX (referFor example,to the definition of issuethe issue datedateforin rulea pro19.12).rata (b) agreement on 15 January 2016 to issue entitlement issue must comply with the applicable Performance Rights subject to shareholder timetable in Appendix 7A. approval Cross reference: item 33 of Appendix 3B.

Number +Class 8 Number and +class of all 379,305,157 Ordinary Shares +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)	Number	+Class
	225,000 100,000 870,000 2,300,000	7.3 cent Options expiring 29 July 2016 3.6 cent Options expiring 24 July 2017 1.8 cent Options expiring 16 December 2019 5 cent Options expiring12 January2021
	N/A

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
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

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

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?
32	How do security holders dispose of
	their entitlements (except by sale
	through a broker)?
33	+Issue date

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 7

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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)

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

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: .....15/1/2016...... (Director/Company secretary)

Print name: .....David Williams..................

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	Marmota Energy Limited
ABN	38 119 270 816

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Lindsay David Hale Williams
Date of last notice	13 January 2016

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Director and shareholder of LDHW Pty Ltd (ATF LDH & JL Williams Family Trust)
Date of change	15 January 2016
No. of securities held prior to change	2,400,000
Class	Unlisted Performance Rights: Approved AGM on 25 November 2014. (a) 1,200,000 if prior to 8 September 2016, the 30 day VWAP of listed shares is equal to or greater than $0.04; and (b) 1,200,000 if prior to 8 September 2016, the 30 day VWAP of listed shares is equal to or greater than $0.06. Non-transferable except on same basis as under the Employee Share Option Plan. Not Quoted.
Number acquired	Nil

• See chapter 19 for defined terms.

01/01/2011Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

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Number disposed 2,400,000 Performance Rights cancelled
Value/Consideration Nil
Note: If consideration is non-cash, provide details and estimated valuation
No. of securities held after change Nil
Nature of change Performance Rights cancelled
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back
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Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

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Detail of contract N/A
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in relation
to which the interest has changed
Interest acquired
Interest disposed
Value/Consideration
Note: If consideration is non-cash, provide details and an
estimated valuation
Interest after change
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• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Part 3 – +Closed period
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?
If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

01/01/2011Appendix 3Y Page 3