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METGASCO LTD Capital/Financing Update 2021

Jul 13, 2021

65313_rns_2021-07-13_1f55eb53-6fcc-4d5e-ae28-56af418016a9.pdf

Capital/Financing Update

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ASX / MEDIA RELEASE

ASX Code: MEL

14 July 2021

Dispatch of Entitlement Offer Booklet

Metgasco Ltd (ASX:MEL) ( Metgasco or the Company ) confirms that the Entitlement Offer Booklet and personalised entitlement and acceptance form for the one (1) for three (3) fully underwritten, nonrenounceable entitlement offer, as announced to the ASX on the 6[th] of July 2021, was dispatched to Eligible Shareholders today.

The Offer will raise approximately $4.58 million (before costs) and provides all shareholders of the Company with an opportunity to increase their holding in Metgasco on favourable terms, without incurring brokerage or other costs. You may take up all, some, or none of your entitlement, and you may also apply for additional shares above your entitlement (which will, if applicable, be allocated at the discretion of the Board). The Offer is non-renounceable, which means that if you do not take up your entitlement, you will not receive any other value in relation to it.

The Company would like to thank its Lead Manager, Blue Ocean Equities, and participating broker Peak Asset Management for their professionalism and assistance in arranging underwriting of the offer.

A separate offer of one (1) new option for every three (3) shares subscribed for under the Entitlement Offer, is being made. These options shall have a strike price of 3.1c and will expire December 31[st] , 2022. The Company intends to seek ASX quotation of the new options issued, as noted in the appended updated appendix 3B notice. The issuance of these options is being made within the Company’s available issuance capacity and will not be subject to shareholder approval.

Metgasco would like to thank shareholders for the substantial interest expressed in relation to the Offer.

This ASX announcement was approved and authorised for release by the Board.

Contact and further information:

Metgasco welcomes shareholder communication and invites all interested shareholders to make contact at any time.

ENDS

For further information contact:

Philip Amery Metgasco Ltd ACN 088 196 383 Chair Level 2, 30 Richardson Street, West Perth, WA 6005 + 61 402 091 180 Tel:+61 8 6245 0060 [email protected] [email protected] www.metgasco.com.au https://www.linkedin.com/company/metgasco-ltd.

Ken Aitken CEO +61 8 6245 0062 [email protected]

Entitlement Offer

METGASCO LTD ACN 088 196 383

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Metgasco Ltd (Company) ACN 088 196 383

ENTITLEMENT OFFER BOOKLET

In relation to the following offer:

A fully underwritten non-renounceable pro rata entitlement offer to Eligible Shareholders (being a shareholder registered at 7:00pm (AEST) on 9 July 2021 with a registered address in Australia or New Zealand) of Metgasco (subject to certain conditions), with an opportunity to acquire 1 New Share for every 3 Existing Shares held as at the Record Date at an offer price of $0.025 per New Share (Offer Price) to raise up to approximately $4.58 million without incurring brokerage or other costs.

This Entitlement Offer opens on Wednesday, 14 July 2021 and closes at 5.00pm (AEST) on Wednesday, 28 July 2021 , unless extended.

If you are an Eligible Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. If, after reading this Offer Booklet, you have any questions about the securities being offered under this Offer Booklet, you should contact your stockbroker, accountant or other professional adviser.

An investment in securities offered under this Offer Booklet should be considered as speculative. The general advice provided in this Offer Booklet has been prepared without taking into account the specific personal circumstances of investors.

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Entitlement Offer

METGASCO LTD ACN 088 196 383

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14 July 2021

Dear fellow Metgasco Shareholder,

Metgasco Ltd Entitlement Offer (Offer)

On behalf of the Board, I am pleased to invite you to participate in an entitlement offer ( Offer ) for fully paid ordinary shares ( Shares ) in Metgasco Ltd ACN 088 196 383 ( Metgasco , or the Company ).

Offer summary:

A fully underwritten non-renounceable pro rata entitlement offer to Eligible Shareholders (being a shareholder registered at 7:00pm (AEST) on 9 July 2021 with a registered address in Australia or New Zealand) of Metgasco (subject to certain conditions), with an opportunity to acquire 1 New Share for every 3 Existing Shares held as at the Record Date at an offer price of $0.025 per New Share ( Offer Price ) to raise up to approximately $4.58 million without incurring brokerage or other costs.

Pricing:

The New Shares are offered at an Offer Price of $0.025, which represents a discount of approximately 10.7% discount to the volume-weighted average price of Shares traded on the ASX over the 5 trading days up to, and including, 1 July 2021, which was the last day of trading of Shares on the ASX prior to Metgasco's announcement of the Offer.

Use of proceeds:

Use of Funds Amount
Appraisal, Well Completion, Well Testing, Geophysics and Commercialisation activities in
relation to the Company's Cooper Basin portfolio
$2.36M
Pipeline and Service Infrastructure in relation to commercialisation of the Company's Cooper
Basin portfolio, subject to Joint Venture FID
$0.62M
Pre-drill preparation, Civil works and Rig contracting at Cervantes $0.83M
New business appraisal and evaluation, and for general working capital $0.55M
Legal, Underwriting and Capital Raising costs of the offer (best estimate)1,2 $0.22M

1 Lead Manager Underwriting fees pursuant to the offer are three (3) percent ($137,412). Pursuant to the Underwriting Agreement and Lead Manager Mandate, a further three (3) percent fee will be paid to the Lead Manager (up to a maximum of $137,412, assuming 100% shortfall) on shortfall shares placed in relation to any shortfall under the Entitlement offer. Legal fees of $15,000 have been estimated in relation to the Entitlement offer and related Underwriting documentation.

2 Application of funds raised pursuant to the Entitlement offer are best estimates only and may necessarily vary subject to operation developments.

Attaching right to apply for options:

As indicated in the Company’s 6 July 2021 announcement of the Offer, Eligible Shareholders who participate in the Offer will, in a later offer, be offered the opportunity to apply for one attaching option for every three Shares issued to them under the Offer, exercisable at $0.031 per option and expiring 31 December 2022 (Attaching Options), for nil consideration.

The offer of the Attaching Options to Eligible Shareholders will be made separately to this Offer under a prospectus (Prospectus) that will be made available when the offer for the Attaching Options is made. A copy

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Entitlement Offer

METGASCO LTD ACN 088 196 383

of the Prospectus will be made available online and sent via email or post (as applicable) to Eligible Shareholders who have participated in the Offer. Any Eligible Shareholder who participates in the Offer and wishes to apply for Attaching Options will need to complete the application form that will be in or will accompany the Prospectus. For the avoidance of doubt, issuance of the Attaching Options will not be subject to Shareholder approval and will be issued within the Company’s new issues capacity.

Timing considerations:

The Offer will be undertaken in accordance with the below timetable. However, Metgasco reserves the right to vary the dates and times set out below subject to the Corporations Act and other applicable laws.

Event Date
Announcement of Offer Tuesday 6 July 2021
Record Date for Offer Friday 9 July 2021
Offer opens Wednesday 14 July 2021
Offer closes at 5pm (AEST) Wednesday 28 July 2021
Results announced Monday 2 August 2021
Allotment of New Shares andquotation of New Shares sought Wednesday4 August 2021

If you wish to take up all or part of your Entitlement, or you wish to apply for Additional Shares, you can do either of the following:

  • (a) pay via BPAY® online https://events.miraqle.com/ MEL-offer

  • (b) pay via Electronic Funds Transfer (EFT) (available for New Zealand registered holders only) and return your enclosed Acceptance Form in accordance with the details on the Acceptance Form, together with your payment receipt to [email protected]

Further information:

In accordance with the enclosed terms and conditions, the Offer is non-renounceable and Shares in Metgasco may be issued under the Offer only to the 'Eligible Shareholder' to whom they are offered. Further details in relation to the Offer are set out in the accompanying documentation. In deciding whether to participate in the Offer, you should seek your own independent financial, legal and taxation advice in respect of the Offer. No cooling off regime applies to the acquisition of ordinary shares in Metgasco under the Offer.

On behalf of the Board, I thank you for your continued support of Metgasco and I invite you to consider participating in the Offer.

Yours faithfully,

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Philip Amery Chair Metgasco Ltd

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Entitlement Offer

METGASCO LTD ACN 088 196 383

Important notices

The Entitlement Offer made pursuant to this Offer Booklet is for a rights issue of continuously quoted securities (as defined in the Corporations) of the Company. The Company is offering the securities under this Offer Booklet pursuant to section 708AA of the Corporations Act, as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84. Accordingly, this Offer Booklet is not a disclosure document for the purposes of chapter 6D of the Corporations Act (and has not been, and will not be, lodged with ASIC) and does not contain all information which an investor may require to make an informed investment decision. Accordingly, the level of disclosure contained in this Offer Booklet is significantly less than that required under a prospectus and Eligible Shareholders should consider all relevant facts and circumstances, including their knowledge of the Company and its periodic statements and continuous disclosures lodged with the ASX, and should consult their professional advisors before deciding whether to accept the Entitlement Offer.

This Offer Booklet is dated 14 July 2021 and was lodged with the ASX on that date. The ASX does not take any responsibility for the contents of this Offer Booklet .

Securities will only be issued on the basis of this Offer Booklet in accordance with the terms set out in this Offer Booklet. As at the date of this Offer Booklet , the Company has complied with:

  • the provisions of chapter 2M of the Corporations Act, as they apply to the Company; and

  • section 674 of the Corporations Act.

The Entitlement Offer is only made to those Shareholders who are Eligible Shareholders on the Record Date (being Shareholders who have a registered address in Australia and New Zealand).

No excluded information

As at the date of this Offer Booklet the Company is not aware of any excluded information of the kind which would require disclosure in this Offer Booklet pursuant to subsections 708AA(8) and (9) of the Corporations Act.

Deciding to accept the Entitlement Offer

No person named in this Offer Booklet, nor any other person (including the Company or the Lead Manager), guarantees the performance of the Company, the repayment of capital or the payment of a return on the New Shares.

Please read this document carefully before you make a decision to invest. An investment in the Company has a number of general and specific risks summarised in section 4.7, which you should consider before making a decision to invest. This Offer Booklet is an important document and you should read it in full before deciding whether to invest pursuant to the Entitlement Offer. You should also have regard to other publicly available information about the Company, including ASX announcements, which can be found at www.asx.com.au . Neither the Company nor the Lead Manager guarantee any return or any particular rate of return on the New Shares offered under the performance of the Company, nor do they guarantee the repayment of capital from the Company or any particular tax treatment.

Terms used

A number of terms and abbreviations used in this Offer Booklet have defined meanings, which are explained in section 5. Money as expressed in this Offer Booklet is in Australian dollars unless otherwise indicated. References to ‘you’ are references to Eligible Shareholders and references to ‘your Entitlement’ (or ‘your Entitlement and Acceptance Form’) are references to the Entitlements of, and the Acceptance Form for Eligible Shareholders. Notwithstanding any references to the contrary, all references to time in this Offer Booklet are to Perth time.

No representations

No person is authorised to give any information or to make any representation in connection with the Entitlement Offer which is not contained in this Offer Booklet. Any information or representation in connection with the Entitlement Offer not contained in this Offer Booklet is not and may not be relied upon as having been authorised by the Company or its officers. This Offer Booklet does not provide investment advice, financial product advice or advice on the taxation consequences of accepting the Entitlement Offer. The potential tax effects of the Entitlement Offer will vary between individual shareholders. The Entitlement Offer and the information in this Offer Booklet, do not take into account your investment objectives, financial situation and particular needs (including financial and tax issues) as an investor. You should conduct your own independent review, investigation and analysis of Shares the subject of the Entitlement Offer. If, after reading this Offer Booklet, you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant or other independent and appropriately licenced professional adviser.

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METGASCO LTD ACN 088 196 383

By returning an Acceptance Form or otherwise paying for your New Shares and Additional Shares in accordance with the instructions set out in section 3, you acknowledge that you have read this Entitlement Offer and you have acted in accordance with and agree to the terms of the Offer detailed in this Offer Booklet. You cannot, unless allowed by law, withdraw your Application for New Shares once it has been accepted. Entitlements are non-renounceable and will not be tradeable on the ASX or otherwise transferable.

Jurisdictions

This Offer Booklet does not, and is not intended to, constitute an offer, invitation or issue in any place in which, or to any person to whom, it would be unlawful to make such an offer, invitation or issue. This Offer Booklet has not been, nor will it be, lodged filed or registered with any regulatory authority under the securities laws of any country. The New Shares have not been, nor will be, registered under the U.S. Securities Act of 1933 ( U.S. Securities Act ) or the securities laws of any state or other jurisdiction of the United States.

No action has been taken to register or qualify the Entitlement Offer, the Entitlements, the New Shares, or otherwise permit a public offering of the New Shares, in any jurisdiction outside of Australia and New Zealand. See the foreign selling restrictions set out in section 4.12 of this Offer Booklet for more information.

Financial forecasts and forward-looking statements

Some of the statements appearing in this Offer Booklet may be in the nature of forward-looking statements, including statements of current intention, statements of opinion and predictions as to possible future events. These may be identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘expects’, or ‘intends’ and other similar such words that involve risks of uncertainties.

You should be aware that such statements are not statements of fact or guarantees and there can be no certainty of outcome in relation to the matters to which the statements relate. Forward-looking statements are subject to many inherent risks and uncertainties before actual outcomes are achieved. These risk factors are discussed further in section 4.7. Actual outcomes may differ materially from the events, intentions or results expressed or implied in any forward-looking statement in this Offer Booklet.

To the maximum extent permitted by law, none of the Company or any person named in this Offer Booklet or any person involved in this Offer Booklet or any person involved in the preparation of this Offer Booklet makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement and disclaim all responsibility and liability for such forward-looking statements (including, without limitation, liability for negligence). The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Offer Booklet except where required by law. You are cautioned not to place undue reliance on any forward-looking statement having regard to the fact that the outcome may not be achieved.

Any pro forma financial information (including past performance information) provided in this Offer Booklet is for information purposes only and is not a forecast of operating results to be expected in any future period. Except as required by law, and only then to the extent so required, neither the Company nor any other person warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Offer Booklet.

Past performance

Shareholders should note that past performance including Share price performance, cannot be relied on as an indicator of, and provides no guidance as to, future Company performance, including future Share performance.

Underwriting

The Entitlement Offer is fully underwritten by the Lead Manager, subject to the terms of an agreement between the Company and the Lead Manager. See section 4.10 for full particulars.

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Entitlement Offer

METGASCO LTD ACN 088 196 383

1. SUMMARY OF OPTIONS AVAILABLE TO YOU

If you are an Eligible Shareholder (as defined in section 2.2), you may take one of the following actions:

Options available to
you
Key considerations
1. Take up all of your
Entitlement

You may elect to apply for New Shares at the Issue Price (see
section 3 for instructions on how to take up your Entitlement).

If you take up all of your Entitlement, you may also apply for
Additional Shares (see section 2.3 for more information on the
Top-Up Offer and section 3 for instructions on how to apply for
Additional Shares in the Top-Up Offer). The Board has absolute
discretion in regards to the allocation of Additional Shares and
there is no guarantee that you will be allocated any Additional
Shares.

The New Shares (including any Additional Shares) will rank
equally in all respects with Existing Shares, including rights to
dividends and distributions.
2. Take up part of your
Entitlement

If you do not take up your Entitlement in full, the balance of your
Entitlement not taken up will lapse and you will not receive any
value for your lapsed Entitlement. The lapsed Entitlement will
form part of the Top-Up Offer which will be issued to satisfy
applications for Additional Shares.

You will not be entitled to apply for Additional Shares.

If you do not take up your Entitlement in full, your percentage
holding in the Company will be diluted as a result of the
Entitlement Offer.
3. Do nothing, in which case
your Entitlement will lapse, and
you will receive no value for
those lapsed Entitlements

If you do not take up your Entitlement, you will not be allocated
New Shares and your Entitlement will lapse. Your Entitlement is
non-renounceable, which means your Entitlement is non-
transferrable and cannot be sold, traded on ASX or any other
exchange, nor can it be privately transferred.

If you do not take up your Entitlement, your percentage holding
in the Company will be diluted as a result of the Entitlement
Offer.

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Entitlement Offer

METGASCO LTD ACN 088 196 383

2. THE ENTITLEMENT OFFER

Eligible Shareholders (as defined in section 2.2) are being offered the opportunity to subscribe for 1 New Share for every 3 Existing Shares held at 7.00pm (AEST) on Friday, 9 July 2021 ( Record Date ), at the Issue Price.

2.1 Entitlement Offer

Each Eligible Shareholder is entitled to subscribe for 1 New Share for every 3 Existing Shares held on the Record Date. The Entitlement Offer is non-renounceable. This means that Eligible Shareholders of the Company who do not take up their Entitlement by the Closing Date, will not receive any value for that Entitlement, and their proportionate equity interest in the Company will be diluted. The Entitlement Offer is being made pursuant to section 708AA of the Corporations Act 2001 (Cth) (Corporations Act) (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) which allows rights issues to be made without a prospectus, provided certain conditions are satisfied. As a result, it is important for Eligible Shareholders to read and understand the information about the Company and the Entitlement Offer made publicly available, prior to accepting all or part of their Entitlement or applying for Additional Shares. In particular, please refer to this Offer Booklet and the Company's other periodic and continuous disclosure announcements to the ASX available at www.asx.com.au .

Your Entitlement is set out in the accompanying personalised Entitlement and Acceptance Form and has been calculated as 1 New Share for every 3 Existing Shares you held as at the Record Date rounded down to the nearest whole New Share. If you have more than one holding of Existing Shares, you will be sent more than one personalised Acceptance Form and you will have separate Entitlements for each separate holding. Fractional entitlements to New Shares have been rounded down to the nearest whole number of New Shares. New Shares issued pursuant to the Entitlement Offer will be fully paid and rank equally with Existing Shares on issue, including in respect of entitlement to dividends. If you take no action, you will not be allocated any New Shares and your Entitlement will lapse. This Entitlement Offer will be fully underwritten by the Lead Manager to the extent of $4.58 million subject to the terms of the Underwriting Agreement. For further information on the Underwriting, see section 4.10 of this Offer Booklet.

2.2 Eligible Shareholders

Eligible Shareholders are those holders of Existing Shares who:

  • (a) are registered as a holder of Existing Shares as at 7.00pm (AEST) on the Record Date; and

  • (b) have a registered address in Australia or New Zealand as recorded on the Company's share register on the Record Date.

Shareholders who are not Eligible Shareholders are ineligible shareholders and will not be entitled to participate.

The Company has decided that it is unreasonable to make offers under the Entitlement Offer to shareholders who have a registered address outside Australia and New Zealand having regard to the number of such holders in those places, the number and the value of the New Shares that they would be offered, and the costs of complying with the relevant legal and regulatory requirements in those places.

Shareholders with a registered address in Australia and New Zealand must note the selling restrictions set out in section 4.12 of this Offer Booklet.

2.3 Top-Up Offer

Eligible Shareholders who take up their Entitlement in full may also apply for New Shares in excess of their Entitlement ( Additional Shares ), provided that the issue of those Additional Shares will not result in a breach of the Listing Rules or any applicable law.

In summary:

  • (a) Additional Shares will only be allocated to Eligible Shareholders who have fully taken up their Entitlement;

  • (b) the amount of Additional Shares is not capped but no Eligible Shareholder may receive any New Shares which would result in the relevant Shareholder having voting power in the Company in excess of 20% of the total issued share capital of the Company;

  • (c) any Additional Shares will be limited to the extent that there are sufficient New Shares available after satisfying all Applications received from Eligible Shareholders pursuant to the Entitlement Offer (ie there is a shortfall between the number of New Shares offered to Eligible Shareholders under the Entitlement Offer);

  • (d) there is no guarantee that there will be a sufficient number of Additional Shares available for issue to Eligible Shareholders who apply for them. Allocations of Additional Shares will be determined by the Company in its absolute discretion and any allotment of Additional Shares is not guaranteed. If Eligible Shareholders apply for more Additional Shares than are available for issue, the Company will apply a scale back;

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  • (e) in applying its sole and complete discretion, the Company will have regard to all relevant circumstances, including (but not limited to) the current shareholding (as at the Record Date) of any Eligible Shareholders to ensure that any issue of Additional Shares is done in a manner proportionate (as determined by the Company) to the current shareholding of any Eligible Shareholder (as at the Record Date);

  • (f) the issue price of Additional Shares is the same as the Issue Price, $0.025 per Additional New Share;

  • (g) following allocation of the Additional Shares, any remaining Shares will be issued to the Lead Manager or its nominees in accordance with the Underwriting Agreement;

  • (h) the Company will not issue Additional Shares where to do so would result in a breach of its constitution, the Corporations Act or the ASX Listing Rules; and

  • (i) in the event of a scale-back, the difference between the Application Monies received, and the number of Additional Shares allocated to you multiplied by the Issue Price may be refunded by direct credit (to a nominated account if recorded on the Company’s share register) following allotment. No interest will be paid on any Application Monies received and returned.

2.4 ASX quotation

The Company will apply for official quotation of New Shares issued under this Offer Booklet. If permission for quotation is not granted by ASX, the New Shares will not be issued and Application Monies accompanying a completed Acceptance Form or funds paid by BPAY® or EFT will be refunded (without interest) as soon as practicable.

2.5 Brokerage and stamp duty

No brokerage fee is payable by Eligible Shareholders who accept their Entitlement. No stamp duty is payable for subscribing for New Shares.

2.6 Nominees and custodians

The Entitlement Offer is being made to all Eligible Shareholders on the register of the Company at the Record Date. The Company is not required to determine whether or not any registered holder is acting as a nominee or custodian or the identity or residence of any beneficial owners of Existing Shares. Where any holder is acting as a nominee or custodian for a person that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Entitlement Offer is compatible with applicable laws.

Due to legal restrictions, nominees and custodians may not send copies of this Offer Booklet or accept the Entitlement Offer on behalf of any person in the United States or any other jurisdiction outside Australia or New Zealand.

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Entitlement Offer

METGASCO LTD ACN 088 196 383

3. HOW TO APPLY

If you wish to take up all or part of your Entitlement, or you wish to apply for Additional Shares, you can do either of the following:

  • a) pay via BPAY® online https://events.miraqle.com/ MEL-offer;

  • b) pay via Electronic Funds Transfer (EFT) (available for New Zealand registered holders only) and return your enclosed Acceptance Form in accordance with the details on the Acceptance Form, together with your payment receipt to [email protected]

It is your responsibility to ensure that your BPAY® payment or payment by EFT is received by the Company's share registry, Link Market Services Limited ( Share Registry ), by no later than 5.00pm (AEST) on Wednesday, 28 July 2021 (being the Closing Date).

Your completed Acceptance Form or BPAY® or EFT Payment acceptance, once received by the Share Registry, cannot be withdrawn, except as allowed by law. No cooling off period applies.

Representations, allotment and refunds

By making a payment by BPAY® or EFT, you will be deemed to have acknowledged, represented and warranted on your own behalf and on behalf of each person on whose account you are acting that:

  • (a) you are an Eligible Shareholder (as defined in section 2.2);

  • (b) you are not in the United States and you are not acting for the account or benefit of any person in the United States in connection with the subscription for Entitlements or the purchase of New Shares (including any Additional Shares) in the Entitlement Offer and you are not otherwise a person to whom it would be illegal to make an offer of Entitlement and New Shares (including any Additional Shares) under the Entitlement Offer and under any applicable laws and regulations;

  • (c) you understand that the Entitlement and the New Shares (including any Additional Shares) have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the United States, or in any other jurisdiction outside Australia or New Zealand. Accordingly, you understand and acknowledge that, under the Entitlement Offer, the Entitlement and the New Shares (including any Additional Shares) may not be issued to, taken up, acquired or exercised by persons who are, or are acting for the account or benefit of, a person in the United States (to the extent that such person holds Shares and is acting for the account or benefit of a person in the United States);

  • (d) if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Acceptance Form is a resident in Australia or New Zealand and is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent that such person holds Shares and is acting for the account or benefit of a person in the United States), and you have not sent this Offer Booklet, the Acceptance Form or any information relating to the Entitlement Offer to any such person;

  • (e) you are acquiring New Shares (including any Additional Shares) outside the United States in 'offshore transactions' as defined and in reliance on Regulation S under the US Securities Act;

  • (f) you and each person on whose account you are acting have not and will not send any materials, or copies thereof, relating to the Entitlement Offer to any person in the United States or any other country outside Australia and New Zealand;

  • (g) you acknowledge that you have read and understand this Offer Booklet and your Acceptance Form in their entirety;

  • (h) you agree to be bound by the terms of the Entitlement Offer, the provisions of this Offer Booklet and the Company's constitution;

  • (i) you authorise the Company to register you as the holder(s) of New Shares (including any Additional Shares) allotted to you;

  • (j) you declare that all details and statements in your Acceptance Form are complete and accurate;

  • (k) if you are a natural person, you declare you are over 18 years of age and have full legal capacity and power to perform all of your rights and obligations under your Acceptance Form;

  • (l) you acknowledge that after the Company receives your Acceptance Form or any payment of Application Monies through BPAY®, you may not withdraw your Application or funds provided except as allowed by law;

  • (m) you agree to apply for and be issued up to the number of New Shares specified in the Acceptance Form, or for which you have submitted payment of any Application Monies through BPAY®, at the issue price;

  • (n) you authorise the Company, the Share Registry and their respective officers or agents to do anything on your behalf necessary for New Shares (including any Additional Shares) to be issued to you, including to act on instructions of the Share Registry on using the contact details set out in your Acceptance Form;

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  • (o) you declare that you were the registered holder(s) at the Record Date of the Shares indicated on your Acceptance Form as being held by you on the Record Date;

  • (p) you acknowledge that the information contained in this Offer Booklet and your Acceptance Form is not investment advice nor a recommendation that New Shares are suitable for you given your investment objectives, financial situation or particular needs;

  • (q) you acknowledge that this Offer Booklet is not a prospectus, does not contain all of the information that you may require in order to assess an investment in the Company and is given in the context of the Company's past and ongoing continuous disclosure announcements to ASX;

  • (r) you acknowledge the statement of risks in the "Risks" section 4.7 in this Offer Booklet, and that investments in the Company are subject to risk;

  • (s) you acknowledge that none of the Company, nor its respective affiliates and their respective directors, officers, partners, employees, representatives, agents, consultants or advisers, guarantees the performance of the Company, nor do they guarantee the repayment of capital;

  • (t) you agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Entitlement Offer and of your holding of Shares on the Record Date;

  • (u) you authorise the Company to correct any errors in your Acceptance Form or other form provided by you;

  • (v) you represent and warrant (for the benefit of the Company and its respective affiliates) that you, are an Eligible Shareholder and are otherwise eligible to participate in the Entitlement Offer;

  • (w) you acknowledge and agree that determination of eligibility of investors for the purposes of the Entitlement Offer was determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company, and the Company and their affiliates disclaim any duty or liability (including for negligence) in respect of that determination and the exercise of that discretion to the maximum extent permitted by law;

  • (x) you represent and warrant that the law of any place does not prohibit you from being given this Offer Booklet and your Acceptance Form, nor does it prohibit you from making an Application for New Shares (including any Additional Shares) and that you are otherwise eligible to participate in the Entitlement Offer; and

  • (y) if in the future you decide to sell or otherwise transfer the New Shares, you will only do so in the regular way transactions on the ASX are conducted or otherwise where neither you nor any person acting on your behalf know, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States or is acting for the account or benefit of a person in the United States.

If you take up and pay for all or part of your Entitlement before the Closing Date, you will be allotted your New Shares on Wednesday, 4 August 2021, pending any adjustment to the timetable by the Company. If you apply for Additional Shares, to the extent your Application for Additional Shares is accepted (in whole or in part), you will be issued the Additional Shares on the same day. The Company's decision on the number (if any) of Additional Shares to be allocated to you will be final and binding.

If you have a query on how to complete the Acceptance Form, you should contact the Share Registry on the Company Offer Information Line on 1300 730 659 within Australia or +61 1300 730 659 outside Australia.

10 | P a g e

Entitlement Offer

METGASCO LTD ACN 088 196 383

4. IMPORTANT INFORMATION

This Offer Booklet and accompanying personalised Acceptance Form have been prepared by the Company. The information in this Offer Booklet is dated 14 July 2021. This Offer Booklet remains subject to change without notice and the Company is not responsible for updating this Offer Booklet.

This Offer Booklet should be read in conjunction with the Company's other periodic and continuous disclosure announcements to the ASX available at www.asx.com.au.

No party other than the Company has authorised or caused the issue of the information in this Offer Booklet, or takes any responsibility for, or makes, any statements, representations or undertakings in this Offer Booklet.

This information is important and requires your immediate attention. You should read the information in this Offer Booklet carefully and in its entirety before deciding whether to invest in New Shares (and Additional Shares). In particular, you should consider the risk factors, any of which could affect the operating and financial performance of the Company or the value of an investment in the Company. You should consult your stockbroker, accountant, solicitor or other independent professional adviser to evaluate whether or not to participate in the Entitlement Offer.

4.1 Effect of the Entitlement Offer on control

The potential effect the Entitlement Offer will have on control of the Company, and the consequences of that effect, will depend on a number of factors, including investor demand and take up by existing shareholdings. As the Entitlement Offer is a pro-rata issue and given the current level of holdings of substantial holders (based on substantial holding notices that have been given to the Company or lodged with ASX prior to the date of this Offer Booklet), the Entitlement Offer is not expected to have any material effect or consequence on the control of the Company.

4.2 No Entitlements trading

Entitlements are non-renounceable and are not tradeable on ASX or otherwise transferable.

4.3 Rounding of Entitlements

Where fractions arise in the calculation of Entitlements, they will be rounded down to the nearest whole number of New Shares.

4.4 Ranking of New Shares (and Additional Shares)

The New Shares (and Additional Shares) will be issued on a fully paid basis and will rank equally in all respects with Existing Shares. The rights and liabilities attaching to the Shares are set out in the Company's constitution and are regulated by the Corporations Act, the general law, the ASX Listing Rules and the ASX Settlement Operating Rules. The Company's constitution may only be varied by a special resolution which is a resolution passed by at least 75% of the votes cast by Shareholders present (and entitled to vote). Full details of the rights and liabilities attaching to the Shares are detailed in the Company's constitution, a copy of which can be inspected free of charge at the Company’s registered office during normal business hours or online via the Company’s website.

4.5 Continuous disclosure

The Company is a disclosing entity for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations including an obligation under the ASX Listing Rules (subject to certain exceptions) to disclose to ASX any information of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or the value of shares. All such disclosures are available at www.asx.com.au . You have the opportunity to access any information about the Company which has previously been disclosed to ASX. In particular, please refer to the Metgasco Half Year Report for the 6 months ended 31 December 2020 and the Metgasco Annual Report for the financial year ended 30 June 2020. You should also have regard to any further announcements which may be made by the Company to ASX after the date of this Offer Booklet

4.6 Taxation

You should be aware that there may be taxation implications associated with participating in the Entitlement Offer and receiving New Shares (and any Additional Shares). The Company does not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares (and any Additional Shares) under the Entitlement Offer. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders. Shareholders should consult their professional tax adviser in connection with subscribing for New Shares (and Additional Shares) under this Offer Booklet.

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Entitlement Offer

METGASCO LTD ACN 088 196 383

4.7 Risks

There are a number of known and unknown risks associated with an investment in the Company which may affect its financial performance, financial position, cash flows, distributions, growth prospects and Share price. The risks are similar to that of any stock market investment, and, specifically because of the nature of the Company’s mining business. The key risk factors are set out in the "Investment Risks" section of the Investor Presentation released by the Company to the ASX on 6 July 2021. This offer is not made under a prospectus or other disclosure document. Accordingly, Shareholders must rely on their own knowledge of the Company and previous disclosures made by the Company on ASX.

4.8 No cooling off rights

Cooling off rights do not apply to an investment in New Shares (and Additional Shares). You cannot, except as allowed by law, withdraw your Application once it has been accepted.

4.9 Not investment or financial product advice

The Entitlement Offer to which the information in this Offer Booklet relates complies with the requirements of section 708AA of the Corporations Act as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84. The information in this Offer Booklet is not a prospectus, product disclosure statement, disclosure document or other offering document under the Corporations Act (or any other law) and has not been lodged with ASIC. It is also not financial product advice and has been prepared without taking into account your investment objectives, financial circumstances or particular needs. The Company is not licensed to provide financial product advice in respect of the New Shares or any other financial products.

The information in this Offer Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares, nor does it contain all the information which would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. It should be read in conjunction with the Company's other periodic statements and continuous disclosure announcements lodged with ASX, which are available at www.asx.com.au . The information in this Offer Booklet does not take into account your investment objectives, financial situation or needs or those of any particular investor. Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial objectives and having regard to the merits or risks involved. You should conduct your own independent review, investigation and analysis of the Shares, the subject of the Entitlement Offer. If, after reading this Offer Booklet, you have any questions about the Entitlement Offer, you should contact your stockbroker, accountant, solicitor, tax adviser or other independent professional adviser. You should obtain any professional advice you require to evaluate the merits and risks of an investment in the Company before making any investment decision based on your investment objectives.

4.10 Offer fully underwritten

The Entitlement Offer is being fully underwritten by the Lead Manager. The Company and the Lead Manager entered into the Underwriting Agreement in connection with the Lead Manager fully underwriting the Entitlement Offer, meaning the Lead Manager will lodge or cause to be lodged with the Company, Applications for any New Shares not subscribed for by Eligible Shareholders. The Underwriting Agreement is subject to certain terms and conditions which are customary for an Underwriting Agreement of this type, including conditions precedent, representations, warranties and indemnities (in favour of the Lead Manager), undertakings in favour of the Lead Manager and termination rights. In particular, the Underwriting Agreement contains various representations and warranties by the Company relating to the Company and its business, including information provided to the Lead Manager and disclosed to the ASX. The Underwriting Agreement also imposes various obligations on the Company, including undertakings to do certain things, including providing certain notices to the Lead Manager and the ASX within prescribed periods.

The obligation of the Lead Manager to underwrite the Entitlement Offer is conditional on customary conditions including, amongst others, the dispatch of this Offer Booklet and certain events not occurring during the period the Entitlement Offer is open.

Summary of Termination Events

Certain termination events are unqualified, permitting the Lead Manager to terminate the Underwriting Agreement and include, but are not limited to:

  • a) ( Market fall ) At any time before the settlement, the S&P/ASX 200 Index closes at a level that is 10% or more below the level of that index on the trading day immediately prior to the date of the Underwriting Agreement.

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Entitlement Offer

METGASCO LTD ACN 088 196 383

  • b) ( Withdrawal ) Any circumstance arises after the Offer is made that result in the Company either repaying the money received from applicants or offering applicants an opportunity to withdraw their applications for New Shares and be repaid their application moneys.

  • c) ( Insolvency event ) One of the following events occurs with respect to the Company:

  • i. a receiver, receiver and manager, administrator, trustee or similar official is appointed over any of the assets or undertakings of the Company;

  • ii. the Company is or becomes unable to pay its debts when they are due or is unable to pay its debts within the meaning of the Corporations Act or the Company may be presumed to be insolvent under section 459C of the Corporations Act;

  • iii. the Company enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;

  • iv. an application or order is made for the winding up, deregistration or dissolution of, or the appointment of a provisional liquidator to the Company or a resolution is passed or steps are taken to pass a resolution for the winding up, deregistration or dissolution of the Company otherwise than for the purpose of an amalgamation or reconstruction which has the prior written consent of BOEQ; or

  • v. an administrator is appointed in relation to the Company under Division 2 of Part 5.3A of the Corporations Act.

  • d) ( Disclosure ) Any due diligence report or any other information supplied by or on behalf of the Company to BOEQ in relation to the New Shares, the Company, or the Offer, is materially untrue, incorrect, or deceptive (including by omission).

  • e) ( Material adverse change* ) Any material adverse change occurs, or an event occurs which is likely to give rise to a material adverse change in or affecting the assets, liabilities, financial position or performance, profits, losses, prospects or condition, financial or otherwise of the Company, including (without limitation):

  • i. any change in the earnings, prospects or forecasts of the Company;

  • ii. any change in the nature of the business conducted by the Company or proposed to be conducted by the Company; and

  • iii. any change in the assets, liabilities, financial position or performance, profits, losses or prospects of the Company.

  • f) ( Change in law or regulations)* Any of the following occurs which does or is likely to prohibit, restrict or regulate the Offer or materially reduce the level or likely level of valid applications for shares under the Offer:

  • i. the introduction of legislation into the parliament of the Commonwealth of Australia or of any State or Territory of Australia;

  • ii. the public announcement of prospective legislation or policy by the Federal Government or the Government of any State or Territory;

  • iii. the adoption by ASIC or its delegates or the Reserve Bank of Australia of any regulations or policy;

  • iv. a general moratorium on commercial banking activities in Australia, the United States of America or the United Kingdom is declared by the relevant authority in any of those countries, or there is a disruption in commercial banking or security settlement or clearance services in any of those countries;

  • v. trading in all securities quoted or listed on ASX, the London Stock Exchange, the Hong Kong Stock Exchange or the New York Stock Exchange is suspended or limited in a material respect for at least one day on which that exchange is open for trading;

  • vi. there occurs any material adverse change or disruption to the financial markets of Australia, the United States of America, the United Kingdom or other major international financial market, or there occurs any change in national or international political, financial or economic conditions;

  • vii. after the date of the Underwriting Agreement, a change or development (which was not publicly known prior to the date of the Underwriting Agreement) involving a prospective adverse change in taxation affecting the Company or the Offer occurs; or

  • viii. hostilities not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities occurs (whether war has been declared or not) or a major act of terrorism occurs, in or involving any one or more of Australia, New Zealand, Russia, the United Kingdom, any member of the European Union, the United States of America, Japan, Singapore, the Peoples’ Republic of China or the Republic of

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Entitlement Offer

METGASCO LTD ACN 088 196 383

India (or involving any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world).

  • g) ( Contravention of the Corporations Act* ) The Company contravenes the Corporations Act, its constitution, any of the Listing Rules or any other applicable law or regulation.

  • h) ( Admission to the ASX ) The Company ceases to be admitted to the ASX.

  • i) ( Suspension of trading) Trading in Shares on the financial market operated by ASX is suspended for 2 consecutive ASX normal trading days without the prior approval of the Lead Manager, or the Shares cease to be officially quoted by ASX.

  • j) ( Compliance with timetable* ) The Company is prevented from issuing any of the New Shares within the time required by the timetable (unless otherwise agreed to by the Lead Manager) or by or in accordance with the ASX Listing Rules, ASX, ASIC, applicable laws, a government agency or an order of a court of competent jurisdiction.

  • k) ( Warranties)* Any of the warranties or representations by the Company in the Underwriting Agreement are or become materially untrue.

  • l) ( Breach or default)* The Company is in default of any of the material terms and conditions of the Underwriting Agreement or breaches any undertaking or covenant given or made by it under the Agreement.

  • m) ( Actions without Lead Manager’s consent* ) Without the prior written consent of BOEQ, which shall not be unreasonably withheld, the Company:

  • i. disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

  • ii. ceases or threatens to cease to carry on business;

  • iii. alters its capital structure; or amends its constitution or any other constituent document of the Company or the terms of issue of the New Shares.

  • n) ( Compliance with law or regulatory requirements* ) Any of the following occur:

  • i. a director or senior executive of the Company is charged with an indictable offence relating to a financial or corporate matter;

  • ii. any litigation, arbitration or other legal proceeding is commenced against the Company or any entity it controls;

  • iii. any governmental agency commences any public action against a member of management of the Company or any of its directors;

  • iv. any director of the Company is disqualified from managing a corporation under Part 2D.6 of the Corporations Act; or

  • v. a member of management or a director of the Company engages in any fraudulent conduct or activity.

If an event marked with an asterisk (*) occurs, the Lead Manager may not terminate unless the Lead Manager has reasonable grounds to believe that the event has, or is likely to have, a material adverse effect on the success, marketing or settlement of the Offer, the value of the Shares, the willingness of investors to subscribe for New Shares, or that the event has, or is likely to give rise to liability of the Lead Manager.

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Entitlement Offer

METGASCO LTD ACN 088 196 383

Fees & Expenses

The Lead Manager will be paid a fee, in respect of the Entitlement Offer as follows:

  • a) A management fee equivalent to 3% of the total proceeds raised under the Offer;

  • b) A selling and underwriting fee equivalent to 3% of the underwriting shortfall placed under the Offer; and

  • c) The Company agrees to issue the Lead Manager , or another intermediary as directed by the Lead Manager with 6 million options upon completion of the Offer expiring on 31 December 2022 with an exercise price of 3.10 cents per security.

The Company agrees to reimburse the Lead Manager for all reasonable out-of-pocket expenses (including any applicable GST) incurred by the Lead Manager in connection with the Underwriting Agreement and the Offer (whether or not the Offer proceeds) including:

  • a) reasonable legal fees of the Lead Manager on a solicitor and own client basis up to a maximum of $5,000 (plus GST);

  • b) marketing and communication costs;

  • c) printing, couriers, postage and other distribution costs;

  • d) stamp duty, transfer taxes, withholding taxes or similar taxes payable in respect of the Underwriting Agreement; and

  • e) travel and accommodation expenses.

4.11 Lead Manager

Neither the Lead Manager nor any of their related bodies corporate and affiliates, nor any of their respective directors, officers, partners, employees, representatives or agents have authorised or caused the issue or lodgement, submission, dispatch or provision of this Offer Booklet and there is no statement in this Offer Booklet which is based on a statement made by the Lead Manager. To the maximum extent permitted by law, the Lead Manager expressly disclaims all liabilities in respect of, and makes no, representations regarding, and takes no responsibility for any part of this Offer Booklet or any action taken by you on the basis of the information in this Offer Booklet and makes no representation or warranty as to the currency, accuracy, reliability or completeness of this Offer Booklet. To the maximum extent permitted by law, the Lead Manager excludes and disclaims all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this Offer Booklet being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. The Lead Manager does not make any recommendations, express or implied, as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning this Entitlement Offer, or any such information and you represent, warrant and agree that you have not relied on any statements made by the Lead Manager in relation to the New Shares or the Entitlement Offer generally.

4.12 Foreign jurisdictions This Offer Booklet has been prepared to comply with the requirements of the securities laws of Australia.

This Offer Booklet does not constitute an offer in any other jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Entitlement Offer, the New Shares or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand. Distribution of this Offer Booklet outside of Australia and New Zealand may be restricted by the securities laws of other jurisdictions. If you come into possession of this Offer Booklet you should observe any such restrictions and should seek your own advice on those restrictions. Any noncompliance with these restrictions may contravene applicable securities laws.

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the Entitlement Offer of New Shares is being made in reliance on the provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets conduct Act 2013 (New Zealand). This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

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Entitlement Offer

METGASCO LTD ACN 088 196 383

United States

The New Shares have not been, and will not be, registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. In addition, the Company is not registered as an “investment company” under the US Investment Company Act of 1940. Accordingly, the New Shares will only be offered and sold to non-US persons outside the United States in “offshore transactions”, as defined and in compliance with Regulation S under the US Securities Act.

4.13 Financial amounts

Money as expressed in this Offer Booklet is in Australian dollars unless otherwise indicated. Any discrepancies between totals in tables and sums of components in tables in this Offer Booklet and between those figures and figures referred to in other parts of this document may be due to rounding.

4.14 Privacy

Chapter 2C of the Corporations Act requires information about you as a Shareholder (including your name, address and details of your Shares) to be included in the public register of the Company. Information is collected to administer your Shares. Your personal information may be disclosed to the Company. You can obtain access to your personal information by contacting the Share Registry at the address or telephone number listed in the corporate directory. The Share Registry's privacy policy is available on its website https://www.linkgroup.com/docs/Link_Group_Privacy_Policy.pdf

4.15 Disclaimer of representations

No person is authorised to give any information or make any representation in connection with the Entitlement Offer described in this Offer Booklet, which is not contained in this Offer Booklet. Any information or representation not contained in this Offer Booklet may not be relied on as having been authorised by the Company in connection with the Entitlement Offer. Except as required by law, and only to the extent so required, none of the Company, or any other person, warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Offer Booklet.

4.16 Governing law

This Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of the Acceptance Forms are governed by the laws applicable in Western Australia, Australia. Each applicant for New Shares (and Additional Shares) submits to the non-exclusive jurisdiction of the courts of Western Australia, Australia.

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Entitlement Offer

METGASCO LTD ACN 088 196 383

5. GLOSSARY

$ means Australian dollars unless otherwise indicated.

Acceptance Form means the relevant personalised form accompanying this Offer Booklet which Eligible Shareholders may use to apply for New Shares.

Additional Shares means New Shares offered and issued to Eligible Shareholders who have taken up their full entitlement.

Application means the submission of a completed Acceptance Form accompanied by the relevant Application Monies or the payment of the relevant Application Monies via BPAY® in accordance with the instructions on the Acceptance Form.

Application Monies means the total amount payable for the New Shares applied for via BPAY® or a completed Acceptance Form.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ABN 98 008 624 691 or, as the context requires, the securities market operated by ASX Limited.

ASX Listing Rules means the listing rules of the ASX.

ASX Settlement means ASX Settlement Pty Limited ACN 008 504 532.

ASX Settlement Operating Rules means settlement rules of ASX Settlement (as amended from time to time).

Board or Board of Directors means the Board of Directors of the Company.

Closing Date means 5.00pm (AEST), Wednesday, 28 July 2021 (or such later date as the Company determines in its sole and absolute discretion).

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Offer Booklet.

Eligible Shareholders means a registered holder of a Share on the Record Date with a registered address in Australia or New Zealand.

Entitlement means the number of New Shares that an Eligible Shareholder is entitled to apply for under the Entitlement Offer, as determined by the number of Shares held by that Eligible Shareholder on the Record Date.

Existing Share means a Share issued as at 7.00pm (AEST) on the Record Date.

Investor Presentation means investor presentation released by the Company to the ASX on 6 July 2021

Lead Manager or BOEQ means Blue Ocean Equities Pty Limited (ACN 151 186 935)

Metgasco or Company means Metgasco Energy Ltd ACN 609 200 580.

New Shares means new Shares to be issued and allotted under the Offer or Top-Up Offer.

Offer or Entitlement Offer means the offer of New Shares set out in this Offer Booklet.

Offer Price means $0.025 per New Share.

Offer Booklet means this document dated 14 July 2021.

Record Date means 7.00pm (AEST) Friday, 9 July 2021.

Share(s) means a fully paid ordinary share in the capital of the Company.

Share Registry means Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000. Shareholder means a holder of a Share.

Top-Up Offer means the offer to Eligible Shareholders to subscribe for Additional Shares in excess of their Entitlement in accordance with section 2.3.

Underwriting Agreement means the underwriting agreements between the Lead Manager and the Company dated 5 July 2021, as summarised in section 4.10.

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Entitlement Offer

METGASCO LTD ACN 088 196 383

6.CORPORATE DIRECTORY

Directors and senior management

Mr Philp Amery – Chairman Dr Robbert Willink – Non-Executive Director Mr John Patton – Non-Executive Director

Auditor

Grant Thornton Level 19, 2 Market Street Sydney NSW 2000

Mr Ken Aitken – Chief Executive Officer Mr Paul Bird – CFO & Company Secretary

Registered office

Level 2, 30 Richardson Street West Perth WA 6005

Share Registry

Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000

Website

www.metgasco.com.au

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This appendix is available as an online form Only use this form if the online version is not available

+Rule 3.10.3

Appendix 3B

Proposed issue of +securities

Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for nonrenounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.

Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

  • See chapter 19 for defined terms 5 June 2021

Page 1

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 1 – Entity and announcement details

Question
no
Question Answer
1.1 *Name of entity
We (the entity here named)
give ASX the following
information about a proposed
issue of+securities and, if ASX
agrees to+quote any of the
+securities (including any
rights) on a+deferred
settlement basis, we agree to
the matters set out in
Appendix 3B of the ASX
Listing Rules.
If the +securities are being
offered under a +disclosure
document or +PDS and are
intended to be quoted on ASX,
we also apply for quotation of
all of the +securities that may
be issued under the
+disclosure document or
+PDS on the terms set out in
Appendix 2A of the ASX
Listing Rules (on the
understanding that once the
final number of +securities
issued under the +disclosure
document or +PDS is known,
in accordance with Listing
Rule 3.10.3C, we will complete
and lodge with ASX an
Appendix 2A online form
notifying ASX of their issue
and applying for their
quotation).
METGASCO LTD
1.2 *Registration type and number
Please supply your ABN, ARSN,
ARBN, ACN or another registration
type and number (if you supply
another registration type, please
specify both the type of registration
and the registration number).
ABN 24088196383
1.3 *ASX issuer code MEL
1.4 *This announcement is
Tick whichever is applicable.
A new announcement
An update/amendment to a previous announcement
☐A cancellation of a previous announcement
1.4a *Reason for update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”. A reason
must be provided for an update.
Correction to details of attaching options
  • See chapter 19 for defined terms 5 June 2021

Page 2

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

1.4b *Date of previous
announcement(s) to this
update
Answer this question if your response
to Q 1.4 is “An update/amendment to
previous announcement”.
06/07/21
1.4c *Reason for cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
1.4d *Date of previous
announcement(s) to this
cancellation
Answer this question if your response
to Q 1.4 is “A cancellation of previous
announcement”.
1.5 *Date of this announcement 14/07/2021
1.6 *The proposed issue is:
Note: You can select more than one
type of issue (e.g. an offer of
securities under a securities purchase
plan and a placement, however ASX
may restrict certain events from being
announced concurrently). Please
contact your ASX listings compliance
adviser if you are unsure.
A +bonus issue_(complete Parts 2 and 8)
A standard +pro rata issue (non-renounceable or
renounceable)
(complete Q1.6a and Parts 3 and 8)
☐An accelerated offer
(complete Q1.6b and Parts 3 and 8)
☐An offer of +securities under a +securities purchase
plan
(complete Parts 4 and 8)
☐A non-+pro rata offer of +securities under a
+disclosure document or +PDS
(complete Parts 5 and 8)
☐A non-+pro rata offer to wholesale investors under an
information memorandum
(complete Parts 6 and 8)
☐A placement or other type of issue
(complete Parts 7 and_
8)
1.6a *The proposed standard +pro
rata issue is:
Answer this question if your response
to Q1.6 is “A standard pro rata issue
(non-renounceable or renounceable).”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
Non-renounceable
☐Renounceable
1.6b *The proposed accelerated
offer is:
Answer this question if your response
to Q1.6 is “An accelerated offer”
Select one item from the list
An issuer whose securities are
currently suspended from trading
cannot proceed with an entitlement
offer that allows rights trading. If your
securities are currently suspended,
please consult your ASX listings
compliance adviser before proceeding
further.
Accelerated non-renounceable entitlement offer
(commonly known as a JUMBO or ANREO)
☐Accelerated renounceable entitlement offer
(commonly known as an AREO)
☐Simultaneous accelerated renounceable entitlement
offer (commonly known as a SAREO)
☐Accelerated renounceable entitlement offer with dual
book-build structure (commonly known as a
RAPIDS)
☐Accelerated renounceable entitlement offer with retail
rights trading (commonly known as a PAITREO)
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 2 – Details of proposed +bonus issue

If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.

Part 2A – Proposed +bonus issue – conditions

Part 2A – Proposed +bonus issue – conditions Proposed +bonus issue – conditions Proposed +bonus issue – conditions
Question
No.
Question Answer
2A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the +bonus issue can proceed on an
unconditional basis?
For example, this could include:

+Security holder approval

Court approval

Lodgement of court order with +ASIC

ACCC approval

FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
If any of the above approvals apply to the bonus issue,
they must be obtained before business day 0 of the
timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
No
2A.1a Conditions
Answer these questions if your response to Q2A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
*Is the date
estimated or
actual?
The ‘date for
determination’ is
the date that
you expect to
know if the
approval is
given or
condition is
satisfied (for
example, the
date of the
security holder
meeting in the
case of security
holder approval
or the date of
the court
hearing in the
case of court
approval).
*Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Note that you
will need to lodge an
updated Appendix 3B
showing that all required
approvals have been
obtained and conditions
have been met prior to
business day 0 in the
timetable for the bonus
issue in Appendix 7A of
the listing rules.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Other (please specify in comment section)

Part 2B – Proposed +bonus issue - issue details

Question
No.
Question Answer
2B.1 *Class or classes of +securities that will
participate in the proposed +bonus issue
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed bonus issue, make sure you clearly identify
any different treatment between the classes.
MEL : ORDINARY FULLY PAID
2B.2 *Class of +securities that will be issued in
the proposed +bonus issue (please enter
both the ASX security code & description)
New class-code to be confirmed
Listed Options
2B.3 *Issue ratio
Enter the quantity of additional securities to be issued
for a given quantity of securities held (for example, 1
for 2 means 1 new security issued for every 2 existing
securities held).
Please only enter whole numbers (for example, a
bonus issue of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
1 for 3
To shareholders who have subscribed to
Entitlement Offer
2B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐Fractions rounded up to the next whole
number

Fractions rounded down to the
nearest whole number or fractions
disregarded
☐Fractions sold and proceeds distributed
☐Fractions of 0.5 or more rounded up
☐Fractions over 0.5 rounded up
☐Not applicable
2B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
61,072,158

Part 2C – Proposed +bonus issue – timetable

Question
No.
Question Answer
2C.1 *+Record date
Record date to identify security holders entitled to
participate in the bonus issue. Per Appendix 7A section
1 the record date must be at least 4 business days
from the announcement date (day 0).
TBD after issuance of Prospectus
2C.3 *Ex date
Per Appendix 7A section 1 the ex date is one business
day before the record date. This is also the date that
the bonus securities will commence quotation on a
deferred settlement basis.
TBD after issuance of Prospectus
2C.4 *Record date
Same as Q2C.1 above
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

2C.5 *+Issue date
Per Appendix 7A section 1 the issue date should be at
least one business day and no more than 5 business
days after the record date (the last day for the entity to
issue the bonus securities and lodge an Appendix 2A
with ASX to apply for quotation of the bonus
securities). Deferred settlement trading will end at
market close on this day.
TBD after issuance of Prospectus
2C.6 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 1 this is one business day
after the issue date.
TBD after issuance of Prospectus
2C.7 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 1 this is two business days
after trading starts on a normal T+2 basis (3 business
days after the issue date).
TBD after issuance of Prospectus

Part 2D – Proposed +bonus issue – further information

Question
No.
Question Answer
2D.1 *Will holdings on different registers or sub
registers be aggregated for the purposes of
determining entitlements to the +bonus
issue?
No
2D.1a Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining entitlements
Answer this question if your response to Q2D.1 is
“Yes”.
2D.2 *Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed +bonus issue
Note: The entity must send each holder to whom it will
not offer the securities details of the issue and advice
that the entity will not offer securities to them (listing
rule 7.7.1(b)).
TBD after issuance of Prospectus
2D.3 *Will the entity be changing its
dividend/distribution policy as a result of the
proposed +bonus issue
No
2D.3a Please explain how the entity will change its
dividend/distribution policy if the proposed
+bonus issue proceeds
Answer this question if your response to Q2D.3 is
“Yes”.
2D.4 *Details of any material fees or costs to be
incurred by the entity in connection with the
proposed +bonus issue
TBD after issuance of Prospectus
2D.5 Any other information the entity wishes to
provide about the proposed +bonus issue
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 3 – Details of proposed entitlement offer

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.

Part 3A – Proposed entitlement offer – conditions

Question
No.
Question Question Question Answer
3A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the entitlement offer can proceed on an
unconditional basis?
For example, this could include:

+Security holder approval

Court approval

Lodgement of court order with +ASIC

ACCC approval

FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
If any of the above approvals apply to the entitlement
offer, they must be obtained before business day 0 of
the timetable. The relevant approvals must be received
before ASX can establish an ex market in the
securities.
No
3A.1a Conditions
Answer these questions if your response to Q3A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval. Note that you
will need to lodge an
updated Appendix 3B
showing that all required
approvals have been
obtained and conditions
have been met prior to
business day 0 in the
timetable for the
entitlement offer in
Appendix 7A of the
listing rules.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 3B – Proposed standard pro rata issue entitlement offer - offer details

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant questions in this part.

Question
No.
Question Answer
3B.1 *Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
MEL : ORDINARY FULLY PAID
3B.2 *Class of +securities that will be issued in
the proposed entitlement offer (please enter
both the ASX security code & description)
MEL : ORDINARY FULLY PAID
3B.3 *Offer ratio
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
Listing rule 7.11.3 requires that non-renounceable
offers must not exceed a ratio of 1:1. Please ensure
that you comply with listing rule 7.11.3 or have a waiver
from that rule.
1
for 3
3B.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐Fractions rounded up to the next whole
number
Fractions rounded down to the nearest
whole number or fractions disregarded
☐Fractions sold and proceeds distributed
☐Fractions of 0.5 or more rounded up
Fractions over 0.5 rounded up
☐Not applicable
3B.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
183,216,475
3B.6 *Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes
3B.6a *Describe the limits on over-subscription
Answer this question if your response to Q3B.6 is
“Yes”.
Top-Up Offer will be made to all Shareholders
who take up full Entitlement.
The Board has absolute discretion in regards to the
allocation of Additional Shares
3B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes
3B.7a *Describe the scale back arrangements
Answer this question if your response to Q3B.7 is
“Yes”.
Scale back will only occur on the Top-Up Offer
3B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
AUD
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

3B.9 *Has the offer price been determined? Yes
3B.9a *What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3B.9 is
“Yes”.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
AUD0.025
3B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q3B.9 is “No”.

Part 3C – Proposed standard pro rata issue – timetable

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant questions in this part.

Question
No.
Question Answer
3C.1 *+Record date
Record date to identify security holders entitled to
participate in the issue. Per Appendix 7A sections 2
and 3 the record date must be at least 3 business days
from the announcement date (day 0)
09/07/2021
3C.2 *Ex date
Per Appendix 7A sections 2 and 3 the Ex Date is one
business day before the record date. For renounceable
issues, this is also the date that rights will commence
quotation on a deferred settlement basis.
08/07/2021
3C.3 Date rights trading commences
For renounceable issues only*- this is the date that
rights will commence quotation initially on a deferred
settlement basis
3C.4 *Record date
Same as Q3C.1 above
3C.5 *Date on which offer documents will be sent
to +security holders entitled to participate in
the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open.
For renounceable issues, deferred settlement trading in
rights ends at the close of trading on this day. Trading
in rights on a normal (T+2) settlement basis will start
from market open on the next business day (i.e.
business day 7) provided that the entity tells ASX by
noon Sydney time that the offer documents have been
sent or will have been sent by the end of the day.
14/07/2021
  • See chapter 19 for defined terms

5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

3C.6 *Offer closing date
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.
28/07/2021
3C.7 *Last day to extend the offer closing date
At least 3 business days’ notice must be given to
extend the offer closing date. Notification must be
made before noon (Sydney time) on this day.
23/07/2021
3C.8 Date rights trading ends
For renounceable issues only*- rights trading ends at
the close of trading 5 business days before the
applications closing date.
3C.9 *Trading in new +securities commences on
a deferred settlement basis
Non-renounceable issues - the business day after the
offer closing date
Renounceable issues – the business day after the date
rights trading ends
29/07/2021
3C.10 [deleted]
3C.11 *+Issue date and last day for entity to
announce results of +pro rata issue
Per Appendix 7A section 2 and section 3, the issue
date should be no more than 5 business days after the
offer closes date (the last day for the entity to issue the
securities taken up in the pro rata issue and lodge an
Appendix 2A with ASX to apply for quotation of the
securities). Deferred settlement trading will end at
market close on this day.
04/08/2021
3C.12 *Date trading starts on a normal T+2 basis
Per Appendix 7A section 2 and 3 this is one business
day after the issue date.
05/08/2021
3C.13 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
Per Appendix 7A section 2 and 3 1 this is two business
days after trading starts on a normal T+2 basis (3
business days after the issue date).
09/08/2021

Part 3D – Proposed accelerated offer – offer details

Question
No.
Question Answer
3D.1 *Class or classes of +securities that will
participate in the proposed entitlement offer
(please enter both the ASX security code &
description)
If more than one class of security will participate in the
proposed entitlement offer, make sure you clearly
identify any different treatment between the classes.
3D.2 *Class of +securities that will issued in the
proposed entitlement offer (please enter
both the ASX security code & description)
3D.3 *Has the offer ratio been determined? Yes or No
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

3D.3a *Offer ratio
Answer this question if your response to Q3D.3 is
“Yes” or “No”. If your response to Q3D.3 is “No” please
provide an indicative ratio and state as indicative.
Enter the quantity of additional securities to be offered
for a given quantity of securities held (for example, 1
for 2 means 1 new security will be offered for every 2
existing securities held).
Please only enter whole numbers (for example, an
entitlement offer of 1 new security for every 2.5 existing
securities held should be expressed as “2 for 5”).
Listing rule 7.11.3 requires that non-renounceable
offers must not exceed a ratio of 1:1. Please ensure
that you comply with listing rule 7.11.3 or have a waiver
from that rule.
for
3D.3b *How and when will the offer ratio be
determined?
Answer this question if your response to Q3D.3 is “No”.
Note that once the offer ratio is determined, this must
be provided via an update announcement.
3D.4 *What will be done with fractional
entitlements?
Select one item from the list.
☐Fractions rounded up to the next whole
number
☐Fractions rounded down to the nearest
whole number or fractions disregarded
☐Fractions sold and proceeds distributed
☐Fractions of 0.5 or more rounded up
☐Fractions over 0.5 rounded up
☐Not applicable
3D.5 *Maximum number of +securities proposed
to be issued (subject to rounding)
3D.6 *Will individual +security holders be
permitted to apply for more than their
entitlement (i.e. to over-subscribe)?
Yes or No
3D.6a *Describe the limits on over-subscription
Answer this question if your response to Q3D.6 is
“Yes”.
3D.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
3D.7a *Describe the scale back arrangements
Answer this question if your response to Q3D.7 is
“Yes”.
3D.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
3D.9 *Has the offer price for the institutional offer
been determined?
Yes or No
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

3D.9a *What is the offer price per +security for the
institutional offer?
Answer this question if your response to Q3D.9 is
“Yes”. An indicative offer price must be provided if your
response to Q3D.9 is “No”. A final offer price must be
provided no later than 9am on the day the trading halt
is lifted.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
3D.9b *How and when will the offer price for the
institutional offer be determined?
Answer this question if your response to Q3D.9 is “No”.
3D.9c *Will the offer price for the institutional offer
be determined by way of a bookbuild?
Answer this question if your response to Q3D.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
3D.9d *Provide details of the parameters that will
apply to the bookbuild for the institutional
offer (e.g. the indicative price range for the
bookbuild)
Answer this question if your response to Q3D.9 is “No”
and your response to Q3D.9c is “Yes”.
3D.10 *Has the offer price for the retail offer been
determined?
Yes or No
3D.10a *What is the offer price per +security for the
retail offer?
Answer this question if your response to Q3D.10 is
“Yes”. An indicative offer price must be provided if your
response to Q3D.10 is “No”. A final offer price must be
provided no later than 9am on the day the trading halt
is lifted.
The offer price must be input as an amount per security
in the issue currency you have selected above using
the base unit of that currency (i.e. in Australian dollars,
rather than Australian cents, if the issue currency is
AUD).
Note that if you are proposing to have an offer price
with a fraction of a cent, the offer price must comply
with the minimum price step requirement in listing rule
7.11.2. Information about minimum price steps is
available here.
An offer price cannot be less than 0.1 Australian cents
(i.e. AUD0.001), which is the lowest price at which
securities can trade on ASX, unless the security is a
free attaching security and the offer price is nil (in
which case the offer price should be entered as ‘0.00’).
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

3D.10b *How and when will the offer price for the
retail offer be determined?
Answer this question if your response to Q3D.10 is
“No”.

Part 3E – Proposed accelerated offer – timetable

If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.

Question
No.
Question Answer
3E.1a *First day of trading halt
The entity is required to announce the accelerated offer
and give a completed Appendix 3B to ASX. If the
accelerated offer is conditional on security holder
approval or any other requirement, that condition must
have been satisfied and the entity must have
announced that fact to ASX. An entity should also
consider the rights of convertible security holders to
participate in the issue and what, if any, notice needs
to be given to them in relation to the issue
3E.1b *Announcement date of accelerated offer
3E.2 *Trading resumes on an ex-entitlement
basis (ex date)
For JUMBO, ANREO, AREO, SAREO, RAPIDs offers
3E.3 *Trading resumes on ex-rights basis
For PAITREO offers only
3E.4 *Rights trading commences
For PAITREO offers only
3E.5 *Date offer will be made to eligible
institutional +security holders
3E.6 *Application closing date for institutional
+security holders
3E.7 Institutional offer shortfall book build date
For AREO, SAREO, RAPIDs, PAITREO offers
3E.8 *Announcement of results of institutional
offer
The announcement should be made before the
resumption of trading following the trading halt.
3E.9 *+Record date
Record date to identify security holders entitled to
participate in the offer. Per Appendix 7A sections 4, 5
and 6 the record date must be at least 2 business days
from the announcement date (day 0).
3E.10 Settlement date of new +securities issued
under institutional entitlement offer
If DvP settlement applies, provided the Appendix 2A is
given to ASX before noon (Sydney time) this day,
normal trading in the securities will apply on the next
business day, and if DvP settlement does not apply on
the business day after that.
3E.11 *+Issue date for institutional +security
holders
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

3E.12 *Normal trading of new +securities issued
under institutional entitlement offer
3E.13 *Date on which offer documents will be sent
to retail +security holders entitled to
participate in the +pro rata issue
The offer documents can be sent to security holders as
early as business day 4 but must be sent no later than
business day 6. Business day 6 is the last day for the
offer to open. For renounceable offers, deferred
settlement trading in rights ends at the close of trading
on this day. Trading in rights on a normal (T+2)
settlement basis will start from market open on the next
business day (i.e. business day 7) provided that the
entity tells ASX by noon Sydney time that the offer
documents have been sent or will have been sent by
the end of the day.
3E.14 *Offer closing date for retail +security
holders
Offers close at 5pm on this day. The date must be at
least 7 business days after the entity announces that
the offer documents have been sent to holders.
3E.15 *Last day to extend the retail offer closing
date
At least 3 business days’ notice must be given to
extend the offer closing date. Notification must be
made before noon (Sydney time) on this day.
3E.16 *Rights trading end date
For PAITREO offers only
3E.17 *Trading in new +securities commences on
a deferred settlement basis
For PAITREO offers only
The business day after rights trading end date
3E.18 [deleted]
3E.19 Last day to announce results of retail offer,
bookbuild for any shortfall (if applicable)
Note this is the last day to announce results of retail
offer for all offers except JUMBO and ANREO offers.
3E.20 Entity announces results of bookbuild
(including any information about the
bookbuild expected to be disclosed under
section 4.12 of Guidance Note 30)
For all offers except JUMBO, ANREO
3E.21 *+Issue date for retail +security holders and
last day for entity to announce results of
retail offer
Per Appendix 7A section 4, the issue date should be
no more than 5 business days after the offer closes
date. Per Appendix 7A sections 5 and 6, the issue date
should be no more than 8 business days after the offer
closes date. This is the last day for the entity to issue
the securities taken up in the pro rata issue and lodge
an Appendix 2A with ASX to apply for quotation of the
securities. Deferred settlement trading (if applicable)
will end at market close on this day.
Note, this is the last day for entity to announce results
of retail offer for JUMBO and ANREO offers only.
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

3E.22 *Date trading starts on a normal T+2 basis
For PAITREO offers only
This is one business day after the issue date.
3E.23 *First settlement date of trades conducted
on a +deferred settlement basis and on a
normal T+2 basis
For PAITREO offers only
This is two business days after trading starts on a
normal T+2 basis (3 business days after the issue
date).

Part 3F – Proposed entitlement offer – fees and expenses

Part 3F – Proposed entitlement offer – fees and expenses
Question
No.
Question Answer
3F.1 *Will there be a lead manager or broker to
the proposed offer?
Yes
3F.1a *Who is the lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
Blue Ocean Equities Pty Limited
3F.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q3F.1 is
“Yes”.
A management fee equivalent to 3% of the total proceeds
raised under the Offer
3F.2 *Is the proposed offer to be underwritten? Yes
3F.2a *Who are the underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing): If
you are seeking to rely on listing rule 7.2 exception 2 to
issue the securities without security holder approval
under listing rule 7.1 and without using your placement
capacity under listing rules 7.1 or 7.1A, you must
include the details asked for in this and the next 3
questions.
Blue Ocean Equities Pty Limited
3F.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q3F.2 is
“Yes”.
Fully Underwritten
3F.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q3F.2 is
“Yes”.
This includes any applicable discount the underwriter
receives to the issue price payable by participants in
the issue.
a) A selling and underwriting fee equivalent to 3%
of the underwriting shortfall placed under the
Offer; and
b) The Company agrees to issue the Lead
Manager, or another intermediary as directed by
the Lead Manager with 6
million options upon completion of the Offer
expiring on 31 December 2022 with an exercise
price of3.10 cents persecurity.
  • See chapter 19 for defined terms 5 June 2021

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Appendix 3B Proposed issue of +securities

3F.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q3F.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
Refer to Offer Booklet to be issued on 14/07/2021
3F.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q3F.2 is “Yes”.
No
3F.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: If you are seeking to rely on listing rule 10.12
exception 2 to issue the securities to the underwriter or
sub-underwriter without security holder approval under
listing rule 10.11, you must include the details asked
for in this and the next 2 questions. If there is more
than one party referred to in listing rule 10.11 acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
3F.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
3F.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q3F.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
3F.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
No
3F.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q3F.3 is
“Yes”.
Dollar based ($) or percentage based (%)
3F.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “dollar based”.
$
  • See chapter 19 for defined terms 5 June 2021

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Appendix 3B Proposed issue of +securities

3F.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q3F.3 is “Yes”
and your response to Q3F.3a is “percentage based”.
%
3F.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q3F.3 is
“Yes”.
3F.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
The Company agrees to reimburse the Lead
Manager for all reasonable out-of-pocket
expenses (including any applicable
GST) incurred by the Lead Manager in
connection with the Underwriting Agreement and
the Offer (whether or not the
Offer proceeds) including:
a) reasonable legal fees of the Lead Manager on
a solicitor and own client basis up to a maximum
of $5,000 (plus GST);
b) marketing and communication costs;
c) printing, couriers, postage and other
distribution costs;
d) stamp duty, transfer taxes, withholding taxes
or similar taxes payable in respect of the
Underwriting Agreement; and
e) travel and accommodation expenses.

Part 3G – Proposed entitlement offer – further information

Question
No.
Question Answer
3G.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐For additional working capital
☐To fund the retirement of debt
☐To pay for the acquisition of an asset
[provide details below]
☐To pay for services rendered [provide
details below]
Other [provide details below]
Additional details:Refer to ASX announcement -
Metgasco Entitlement Offer - released 06/07/21
3G.2 *Will holdings on different registers or
subregisters be aggregated for the
purposes of determining entitlements to the
issue?
No
3G.2a *Please explain how holdings on different
registers or subregisters will be aggregated
for the purposes of determining
entitlements.
Answer this question if your response to Q3G.2 is
“Yes”.
  • See chapter 19 for defined terms 5 June 2021

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Appendix 3B Proposed issue of +securities

3G.3 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
No
3G.3a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q3G.3 is
“Yes”.
3G.4 Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed issue
For non-renounceable issues (including
accelerated):The entity must send each holder to
whom it will not offer the securities details of the issue
and advice that the entity will not offer securities to
them (listing rule 7.7.1(b)).
For renounceable issues (including accelerated):*
The entity must send each holder to whom it will not
offer the securities details of the issue and advice that
the entity will not offer securities to them. It must also
appoint a nominee to arrange for the sale of the
entitlements that would have been given to those
holders and to account to them for the net proceeds of
the sale and advise each holder not given the
entitlements that a nominee in Australia will arrange for
sale of the entitlements and, if they are sold, for the net
proceeds to be sent to the holder (listing rule 7.7.1(b)
and (c)).
United States, UK, Hong Kong and Singapore
3G.5 *Will the offer be made to eligible
beneficiaries on whose behalf eligible
nominees or custodians hold existing
+securities
Yes
3G.5a *Please provide further details of the offer to
eligible beneficiaries
Answer this question if your response to Q3G.5 is
“Yes”.
If, for example, the entity intends to issue a notice to
eligible nominees and custodians please indicate here
where it may be found and/or when the entity expects
to announce this information. You may enter a URL.
Refer to Offer Booklet to be issued on
14/07/2021
3G.6 URL on the entity's website where investors
can download information about the
proposed issue
http://www.metgasco.com.au/
3G.7 Any other information the entity wishes to
provide about the proposed issue
3G.8 *Will the offer of rights under the rights issue
be made under a disclosure document or
product disclosure statement under Chapter
6D or Part 7.9 of the Corporations Act (as
applicable)?
No
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 4 – Details of proposed offer under +securities purchase plan

If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable for securities purchase plans.

Part 4A – Proposed offer under +securities purchase plan – conditions

Question
**No. **
Question Question Question Answer
4A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the offer of +securities under the +securities
purchase plan can proceed on an
unconditional basis?
For example, this could include:

+Security holder approval

Court approval

Lodgement of court order with +ASIC

ACCC approval

FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
Yes or No
4A.1a Conditions
Answer these questions if your response to 4A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)

Part 4B – Proposed offer under +securities purchase plan – offer details

Question
No.
Question Answer
4B.1 *Class or classes of +securities that will
participate in the proposed offer (please
enter both the ASX security code &
description)
If more than one class of security will participate in the
securities purchase plan, make sure you clearly identify
any different treatment between the classes.
  • See chapter 19 for defined terms 5 June 2021

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Appendix 3B Proposed issue of +securities

4B.2 *Class of +securities to be offered to them
under the +securities purchase plan (please
enter both the ASX security code &
description)
Only existing classes of securities may be offered in a
securities purchase plan.
A +security purchase plan is defined in Chapter 19 of
the Listing Rules as a purchase plan, as defined in
ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/54. The ASIC Corporations
(Share and Interest Purchase Plans) Instrument
2019/54 is relevant for shares or interest that are in a
class which is quoted on the financial market operated
by ASX. Unquoted securities and securities that are not
yet quoted on ASX do not fall within the definition of
+security purchase plan, this has consequences for
Listing Rules 7.2 exception 5 and 10.12 exception 4.
Please ensure that you have received appropriate legal
advice with regards to an offer that includes an offer of
attaching securities.
4B.2a If the offer includes attaching +securities –
please confirm whether the offer of the
attaching +securities is a separate offer to
the offer pursuant to the +security purchase
plan
Yes or No
4B.2b If the offer includes attaching +securities –
please confirm whether the attaching
+securities are being offered under a
+disclosure document or +PDS
Yes or No
4B.3 *Maximum total number of those +securities
that could be issued if all offers under the
+securities purchase plan are accepted
4B.4 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
Yes or No
4B.4a *Describe the minimum subscription
condition
Answer this question if your response to Q4B.4 is
“Yes”.
4B.5 *Will the offer be conditional on applications
for a maximum number of +securities being
received or a maximum amount being
raised (i.e. a maximum subscription
condition)?
Yes or No
4B.5a *Describe the maximum subscription
condition
Answer this question if your response to Q4B.5 is
“Yes”.
4B.6 *Will individual +security holders be
required to accept the offer for a minimum
number or value of +securities (i.e. a
minimum acceptance condition)?
Yes or No
4B.6a *Describe the minimum acceptance
condition
Answer this question if your response to Q4B.6 is
“Yes”.
  • See chapter 19 for defined terms 5 June 2021

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Appendix 3B Proposed issue of +securities

4B.7 *Will individual +security holders be limited
to accepting the offer for a maximum
number or value of +securities (i.e. a
maximum acceptance condition)?
Yes or No
4B.7a *Describe the maximum acceptance
condition
Answer this question if your response to Q4B.7 is
“Yes”.
4B.8 *Describe all the applicable parcels
available for this offer in number of
securities or dollar value
For example, the offer may allow eligible holders to
subscribe for one of the following parcels: $2,500,
$7,500, $10,000, $15,000, $20,000, $30,000.
4B.9 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
4B.9a *Describe the scale back arrangements
Answer this question if your response to Q4B.9 is
“Yes”.
4B.10 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
4B.11 *Has the offer price been determined? Yes or No
4B.11a *What is the offer price per +security?
Answer this question if your response to Q4B.11 is
“Yes” using the currency specified in your answer to
Q4B.9.
4B.11b *How and when will the offer price be
determined?
Answer this question if your response to Q4B.11 is
“No”.

Part 4C – Proposed offer under +securities purchase plan – timetable

Question
No.
Question Answer
4C.1 *Date of announcement of +security
purchase plan
The announcement of the security purchase plan must
preferably be made prior to the commencement of
trading on the announcement date but ASX will accept
announcements after this time.
4C.2 *+Record date
This is the date to identify security holders who may
participate in the security purchase plan. Per Appendix
7A section 12 of the Listing Rules, this day is one
business day before the entity announces the security
purchase plan.
Note: the fact that an entity's securities may be in a
trading halt or otherwise suspended from trading on
this day does not affect this date being the date for
identifying which security holders may participate in the
security purchase plan.
4C.3 *Date on which offer documents will be
made available to investors
4C.4 *Offer open date
  • See chapter 19 for defined terms

5 June 2021

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Appendix 3B Proposed issue of +securities

4C.5 *Offer closing date
4C.6 [deleted]
4C.7 *+Issue date and last day for entity to
announce results of +security purchase plan
offer
Per Appendix 7A section 12 of the Listing Rules, the
last day for the entity to issue the securities purchased
under the plan is no more than 5 business days after
the closing date. The entity should lodge an Appendix
2A with ASX applying for quotation of the securities
before noon Sydney time on this day

Part 4D – Proposed offer under +securities purchase plan – listing rule requirements

Question
No.
Question Answer
4D.1 *Does the offer under the +securities
purchase plan meet all of the requirements
of listing rule 7.2 exception 5 or do you have
a waiver from those requirements?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
Listing rule 7.2 exception 5 can only be used once in
any 12 month period and only applies where:
the +security purchase plan satisfies the conditions
in ASIC Corporations (Share and Interest Purchase
Plans) Instrument 2019/547 or would otherwise
satisfy those conditions but for the fact that the
entity’s securities have been suspended from
trading on ASX for more than a total of 5 days
during the 12 months before the day on which the
offer is made under the plan or, if the securities
have been quoted on ASX for less than 12 months,
during the period of quotation;
the number of +securities to be issued under the
SPP must not be greater than 30% of the number of
fully paid +ordinary securities already on issue; and
the issue price of the +securities must be at least
80% of the +volume weighted average market price
for +securities in that +class, calculated over the
last 5 days on which sales in the +securities were
recorded, either before the day on which the issue
was announced or before the day on which the
issue was made.
Please note that the offer of securities under the plan
also will not meet the requirements of listing rule 10.12
exception 4, meaning that parties referred to in listing
rule 10.11.1 to 10.11.5 will need to obtain security
holder approval under listing rule 10.11 to participate in
the offer.
Yes or No
4D.1a *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
Yes or No
  • See chapter 19 for defined terms 5 June 2021

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Appendix 3B Proposed issue of +securities

4D.1a(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1a is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
4D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q4D.1 is “No”.
Yes or No
4D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q4D.1 is “No” and your response to
Q4D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.

Part 4E – Proposed offer under +securities purchase plan – fees and expenses

Question
No.
Question Answer
4E.1 *Will there be a lead manager or broker to
the proposed offer?
Yes or No
4E.1a *Who is the lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
4E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q4E.1 is
“Yes”.
4E.2 *Is the proposed offer to be underwritten? Yes or No
  • See chapter 19 for defined terms 5 June 2021

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Appendix 3B Proposed issue of +securities

4E.2a *Who are the underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
Note for issuers that are an ASX Listing (i.e. not an
ASX Debt Listing or ASX Foreign Exempt Listing):
listing rule 7.2 exception 5 does not extend to an issue
of securities to or at the direction of an underwriter of
an SPP. The issue will require security holder approval
under listing rule 7.1 if you do not have the available
placement capacity under listing rules 7.1 and/or 7.1A
to cover the issue. Likewise, listing rule 10.12
exception 4 does not extend to an issue of securities to
or at the direction of an underwriter of an SPP. If a
party referred to in listing rule 10.11 is underwriting the
proposed offer, this will require security holder approval
under listing rule 10.11.
4E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q4E.2 is
“Yes”.
4E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q4E.2 is
“Yes”.
This information includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
4E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q4E.2 is
“Yes”.
You may cross-refer to a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released on the ASX Market Announcements
Platform.
4E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q4E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11. Listing rule
10.12 exception 4 does not extend to an issue of
securities to an underwriter or sub-underwriter of an
SPP.
Yes or No
4E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
4E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

4E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q4E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
4E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes or No
4E.3a *Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q4E.3 is
“Yes”.
Dollar based ($) or percentage based (%)
4E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “dollar based”.
$
4E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q4E.3 is “Yes”
and your response to Q4E.3a is “percentage based”.
%
4E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q4E.3 is
“Yes”.
4E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer

Part 4F – Proposed offer under +securities purchase plan – further information

Question
No.
Question Answer
4F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed
issue
You may select one or more of the items in the list.
☐For additional working capital
☐To fund the retirement of debt
☐To pay for the acquisition of an asset
[provide details below]
☐To pay for services rendered [provide
details below]
☐Other [provide details below]
Additional details:
4F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
  • See chapter 19 for defined terms

5 June 2021

Page 25

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

4F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q4F.2 is
“Yes”.
4F.3 Countries in which the entity has +security
holders who will not be eligible to participate
in the proposed offer
4F.4 *URL on the entity's website where
investors can download information about
the proposed offer
4F.5 Any other information the entity wishes to
provide about the proposed offer

Part 5 – Details of proposed non-pro rata offer under a +disclosure document or +PDS

If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A – 5F and the details of the securities proposed to be issued in Part 8.

Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS – conditions

conditions conditions conditions
Question
No.
Question Answer
5A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the non-pro rata offer of +securities under a
+disclosure document or + PDS can
proceed on an unconditional basis?
For example, this could include:

+Security holder approval

Court approval

Lodgement of court order with +ASIC

ACCC approval

FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
Yes or No
5A.1a Conditions
Answer these questions if your response to 5A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Lodgement of court order with +ASIC ACCC approval FIRB approval Other (please specify in comment section)

Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS – offer details

offer details
Question
No.
Question Answer
5B.1 *Class of +securities to be offered under the
+disclosure document or +PDS (please
enter both the ASX security code &
description)
5B.2 *The number of +securities to be offered
under the +disclosure document or +PDS
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include the
number of securities based on the variable as at the
date the Appendix 3B is lodged with ASX and add a
note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of this
form making it clear that this number is based on the
variable as at the date of the Appendix 3B and that it
may change.
5B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
Yes or No
5B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q5B.3 is
“Yes”.
5B.4 *Will the entity be entitled to accept over-
subscriptions?
Yes or No
5B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q5B.4 is
“Yes”.
5B.5 *Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
Yes or No
5B.5a *Describe the minimum acceptance
condition
Answer this question if your response to Q5B.5 is
“Yes”.
  • See chapter 19 for defined terms 5 June 2021

Page 27

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

5B.6 *Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
Yes or No
5B.6a *Describe the maximum acceptance
condition
Answer this question if your response to Q5B.6 is
“Yes”.
5B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
5B.7a *Describe the scale back arrangements
Answer this question if your response to Q5B.7 is
“Yes”.
5B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
5B.9 *Has the offer price been determined? Yes or No
5B.9a *What is the offer price per +security?
Answer this question if your response to Q5B.9 is “Yes”
using the currency specified in your answer to Q5B.8.
5B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q5B.9 is “No”.
5B.9c *Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q5B.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
5B.9d *Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q5B.9 is “No”
and your response to Q5B.9c is “Yes”.

Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS – timetable

timetable
Question
No.
Question Answer
5C.1 *Lodgement date of +disclosure document
or +PDS with ASIC
Note: If the securities are to be quoted on ASX, you
must lodge an Appendix 2A Application for Quotation
of Securities with ASX within 7 days of this date.
5C.2 *Date when +disclosure document or +PDS
and acceptance forms will be made
available to investors
5C.3 *Offer open date
  • See chapter 19 for defined terms 5 June 2021

Page 28

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

5C.4 *Closing date for receipt of acceptances
5C.5 [deleted]
5C.6 *Proposed +issue date

Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS – listing rule requirements

listing rule requirements
Question
No.
Question Answer
5D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
Yes or No
5D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “Yes”.
5D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.
Yes or No
5D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
5D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q5D.1 is “No”.
Yes or No
  • See chapter 19 for defined terms 5 June 2021

Page 29

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

5D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q5D.1 is “No” and your response to
Q5D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
5D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
Yes or No

Part 5E – Proposed non-pro rata offer under a disclosure document or PDS – fees and expenses

and expenses
Question
No.
Question Answer
5E.1 *Will there be a lead manager or broker to
the proposed offer?
Yes or No
5E.1a *Who is the lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
5E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q5E.1 is
“Yes”.
5E.2 *Is the proposed offer to be underwritten? Yes or No
5E.2a *Who are the underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
5E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q5E.2 is
“Yes”.
5E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q5E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the offer.
5E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q5E.2 is
“Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
  • See chapter 19 for defined terms 5 June 2021

Page 30

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

5E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q5E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
5E.2e(i) *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
5E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
5E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q5E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
5E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes or No
5E.3a * Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q5E.3 is
“Yes”.
Dollar based ($) or percentage based (%)
5E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “dollar based”.
$
5E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q5E.3 is “Yes”
and your response to Q5E.3a is “percentage based”.
%
5E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q5E.3 is
“Yes”.
5E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
  • See chapter 19 for defined terms 5 June 2021

Page 31

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS – further information

further information
Question
No.
Question Answer
5F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐For additional working capital
☐To fund the retirement of debt
☐To pay for the acquisition of an asset
[provide details below]
☐To pay for services rendered [provide
details below]
☐Other [provide details below]
Additional details:
5F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
5F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q5F.2 is
“Yes”.
5F.3 *Please explain the entity’s allocation policy
for the offer, including whether or not
acceptances from existing +security holders
will be given priority
5F.4 *URL on the entity’s website where
investors can download the +disclosure
document or +PDS
5F.5 Any other information the entity wishes to
provide about the proposed offer
  • See chapter 19 for defined terms 5 June 2021

Page 32

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 6 – Details of proposed non-pro rata offer to wholesale investors under an +information memorandum

If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete Parts 6A – 6F and the details of the securities proposed to be issued in Part 8.

Part 6A – Proposed non-pro rata offer to wholesale investors under an +information memorandum – conditions

memorandum – conditions memorandum – conditions memorandum – conditions
Question
No.
Question Answer
6A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the non-pro rata offer to wholesale investors
under an information memorandum can
proceed on an unconditional basis?
For example, this could include:

+Security holder approval

Court approval

Lodgement of court order with +ASIC

ACCC approval

FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
Yes or No
6A.1a Conditions
Answer these questions if your response to 6A.1 is “Yes”
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please respond “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
  • See chapter 19 for defined terms 5 June 2021

Page 33

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 6B – Proposed non-pro rata offer to wholesale investors under an +information memorandum – offer details

memorandum – offer details
Question
No.
Question Answer
6B.1 *Class of +securities to be offered under the
+information memorandum (please enter
both the ASX security code & description)
6B.2 *The number of +securities to be offered
under the +information memorandum
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include the
number of securities based on the variable as at the
date the Appendix 3B is lodged with ASX and add a
note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of this
form making it clear that this number is based on the
variable as at the date of the Appendix 3B and that it
may change.
6B.3 *Will the offer be conditional on applications
for a minimum number of +securities being
received or a minimum amount being raised
(i.e. a minimum subscription condition)?
Yes or No
6B.3a *Describe the minimum subscription
condition
Answer this question if your response to Q6B.3 is
“Yes”.
6B.4 *Will the entity be entitled to accept over-
subscriptions?
Yes or No
6B.4a *Provide details of the number or value of
over-subscriptions that the entity may
accept
Answer this question if your response to Q6B.4 is
“Yes”.
6B.5 *Will individual investors be required to
accept the offer for a minimum number or
value of +securities (i.e. a minimum
acceptance condition)?
Yes or No
6B.5a *Describe the minimum acceptance
condition
Answer this question if your response to Q6B.5 is
“Yes”.
6B.6 *Will individual investors be limited to
accepting the offer for a maximum number
or value of +securities (i.e. a maximum
acceptance condition)?
Yes or No
6B.6a *Describe the maximum acceptance
condition
Answer this question if your response to Q6B.6 is
“Yes”.
6B.7 *Will a scale back be applied if the offer is
over-subscribed?
Yes or No
6B.7a *Describe the scale back arrangements
Answer this question if your response to Q6B.7 is
“Yes”.
  • See chapter 19 for defined terms

5 June 2021

Page 34

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

6B.8 *In what currency will the offer be made?
For example, if the consideration for the issue is
payable in Australian Dollars, state AUD.
6B.9 *Has the offer price been determined? Yes or No
6B.9a *What is the offer price per +security?
Answer this question if your response to Q6B.9 is “Yes”
using the currency specified in your answer to Q6B.8.
6B.9b *How and when will the offer price be
determined?
Answer this question if your response to Q6B.9 is “No”.
6B.9c *Will the offer price be determined by way of
a bookbuild?
Answer this question if your response to Q6B.9 is “No”.
If your response to this question is “Yes”, please note
the information that ASX expects to be announced
about the results of the bookbuild set out in
section 4.12 of Guidance Note 30 Notifying an Issue of
Securities and Applying for their Quotation.
Yes or No
6B.9d *Provide details of the parameters that will
apply to the bookbuild (e.g. the indicative
price range for the bookbuild)
Answer this question if your response to Q6B.9 is “No”
and your response to Q6B.9c is “Yes”.

Part 6C – Proposed non-pro rata offer to wholesale investors under an +information memorandum – timetable

memorandum – timetable
Question
No.
Question Answer
6C.1 *Expected date of +information
memorandum
6C.2 *Date when +information memorandum and
acceptance forms will be made available to
investors
6C.3 *Offer open date
6C.4 *Closing date for receipt of acceptances
6C.5 [deleted]
6C.6 *Proposed +Issue date
  • See chapter 19 for defined terms 5 June 2021

Page 35

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 6D – Proposed non-pro rata offer to wholesale investors under an +information memorandum – listing rule requirements

Question
No.
Question Answer
6D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
Yes or No
6D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “Yes”.
6D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q6D.1 is “No”.
Yes or No
6D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
6D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing
your response to Q6D.1 is “No”.
Yes or No
6D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q6D.1 is “No” and your response to
Q6D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
6D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
Yes or No
  • See chapter 19 for defined terms 5 June 2021

Page 36

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 6E – Proposed non-pro rata offer to wholesale investors under an +information memorandum – fees and expenses

memorandum – fees and expenses
Question
No.
Question Answer
6E.1 *Will there be a lead manager or broker to
the proposed offer?
Yes or No
6E.1a *Who is the lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
6E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q6E.1 is
“Yes”.
6E.2 *Is the proposed offer to be underwritten? Yes or No
6E.2a *Who are the underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
6E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the offer that is
underwritten)?
Answer this question if your response to Q6E.2 is Yes
6E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q6E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
6E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q6E.2 is
"Yes”.
You may cross-refer to another document with this
information provided it has been released on the ASX
Market Announcements Platform.
6E.2e *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed offer?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
6E.2e(i) *What is the name of that party?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions
  • See chapter 19 for defined terms 5 June 2021

Page 37

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

6E.2e(ii) *What is the extent of their underwriting or
sub-underwriting (ie the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q6E.2e is “Yes”.
6E.2e(iii) *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is ASX Listing and
your response to Q6E.2e is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
6E.3 *Will brokers who lodge acceptances or
renunciations on behalf of eligible +security
holders be paid a handling fee or
commission?
Yes or No
6E.3a * Will the handling fee or commission be
dollar based or percentage based?
Answer this question if your response to Q6E.3 is
“Yes”.
Dollar based ($) or percentage based (%)
6E.3b *Amount of handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “dollar based”.
$
6E.3c *Percentage handling fee or commission
payable to brokers who lodge acceptances
or renunciations on behalf of eligible
+security holders
Answer this question if your response to Q6E.3 is “Yes”
and your response to Q6E.3a is “percentage based”.
%
6E.3d Please provide any other relevant
information about the handling fee or
commission method
Answer this question if your response to Q6E.3 is
“Yes”.
6E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed offer
  • See chapter 19 for defined terms 5 June 2021

Page 38

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 6F – Proposed non-pro rata offer to wholesale investors under an +information memorandum – further information

memorandum – further information
Question
No.
Question Answer
6F.1 *The purpose(s) for which the entity intends
to use the cash raised by the proposed offer
You may select one or more of the items in the list.
☐For additional working capital
☐To fund the retirement of debt
☐To pay for the acquisition of an asset
[provide details below]
☐To pay for services rendered [provide
details below]
☐Other [provide details below]
Additional details:
6F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue is successful?
Yes or No
6F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue is successful
Answer this question if your response to Q6F.2 is
“Yes”.
6F.3 *Please explain the entity’s allocation policy
for the offer, including whether or not
acceptances from existing +security holders
will be given priority
6F.4 *URL on the entity’s website where
wholesale investors can download the
+information memorandum
6F.5 Any other information the entity wishes to
provide about the proposed offer
  • See chapter 19 for defined terms 5 June 2021

Page 39

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 7 – Details of proposed placement or other issue

If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities proposed to be issued in Part 8.

Part 7A – Proposed placement or other issue – conditions

Question
No.
Question Question Question Answer
7A.1 *Do any external approvals need to be
obtained or other conditions satisfied before
the placement or other type of issue can
proceed on an unconditional basis?
For example, this could include:

+Security holder approval

Court approval

Lodgement of court order with +ASIC

ACCC approval

FIRB approval
Disregard any approvals that have already been
obtained or conditions that have already been satisfied.
Yes or No
7A.1a Conditions
Answer these questions if your response to 7A.1 is “Yes”.
*Approval/ condition
Type
Select the applicable
approval/condition
from the list (ignore
those that are not
applicable). More than
one approval/condition
can be selected.
*Date for
determination
The ‘date for
determination’ is the
date that you expect to
know if the approval is
given or condition is
satisfied (for example,
the date of the security
holder meeting in the
case of security holder
approval or the date of
the court hearing in the
case of court approval).
*Is the date
estimated or
actual?
**Approval received/
condition met?
Please answer “Yes” or
“No”. Only answer this
question when you know
the outcome of the
approval.
Comments
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)

Part 7B – Details of proposed placement or other issue - issue details

Question
No.
Question Answer
7B.1 *Class of +securities to be offered under the
placement or other issue (please enter both
the ASX security code & description)
  • See chapter 19 for defined terms 5 June 2021

Page 40

This appendix is available as an online form

Appendix 3B Proposed issue of +securities

7B.2 Number of +securities proposed to be
issued
If the number of securities proposed to be issued is
based on a formula linked to a variable (for example,
VWAP or an exchange rate or interest rate), include
the number of securities based on the variable as at
the date the Appendix 3B is lodged with ASX and add
a note in the “Any other information the entity wishes to
provide about the proposed offer” field at the end of
this form making it clear that this number is based on
the variable as at the date of the Appendix 3B and that
it may change.
7B.3 *Are the +securities proposed to be issued
being issued for a cash consideration?
If the securities are being issued for nil cash consideration, answer
this question “No”.
Yes or No
7B.3a *In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q7B.3 is
“Yes”.
7B.3b *What is the issue price per +security
Answer this question if your response to Q7B.3 is “Yes”
and by reference to the issue currency provided in your
response to Q7B.3a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q7B.3 as “No” and complete Q7B.3d.
7B.3c AUD equivalent to issue price amount per
+security
Answer this question if the currency is non-AUD
7B.3d Please describe the consideration being
provided for the +securities
Answer this question if your response to Q7B.3 is “No”.
7B.3e Please provide an estimate of the AUD
equivalent of the consideration being
provided for the +securities
Answer this question if your response to Q7B.1 is “No”.

Part 7C – Proposed placement or other issue – timetable

Question
No.
Question Answer
7C.1 *Proposed +issue date
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Appendix 3B Proposed issue of +securities

Part 7D – Proposed placement or other issue – listing rule requirements

Question
No.
Question Answer
7D.1 *Has the entity obtained, or is it obtaining,
+security holder approval for the entire
issue under listing rule 7.1?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing).
If the issuer has obtained security holder approval for
part of the issue only and is therefore relying on its
placement capacity under listing rule 7.1 and/or listing
rule 7.1A for the remainder of the issue, the response
should be ‘no’.
Yes or No
7D.1a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “Yes”.
7D.1b *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's 15% placement capacity
under listing rule 7.1?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
Yes or No
7D.1b(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity’s 15% placement capacity
under listing rule 7.1?
Answer this question the issuer is an ASX Listing, your
response to Q7D.1 is “No” and if your response to
Q7D.1b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.
7D.1c *Are any of the +securities proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A (if
applicable)?
Answer this question if the issuer is an ASX Listing and
your response to Q7D.1 is “No”.
Yes or No
7D.1c(i) *How many +securities are proposed to be
issued without +security holder approval
using the entity's additional 10% placement
capacity under listing rule 7.1A?
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.
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Appendix 3B Proposed issue of +securities

7D.1c(ii) *Please explain why the entity has chosen
to do a placement or other issue rather than
a +pro rata issue or an offer under a
+security purchase plan in which existing
ordinary +security holders would have been
eligible to participate
Answer this question if the issuer is an ASX Listing,
your response to Q7D.1 is “No” and your response to
Q7D.1c is “Yes”.
7D.2 *Is a party referred to in listing rule 10.11
participating in the proposed issue?
Answer this question if the issuer is an ASX Listing.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
7D.3 *Will any of the +securities to be issued be
+restricted securities for the purposes of the
listing rules?
Note: the entity should not apply for quotation of
restricted securities
Yes or No
7D.3a *Please enter, the number and +class of the
+restricted securities and the date from
which they will cease to be +restricted
securities
Answer this question if your response to Q7D.3 is
“Yes”.
7D.4 *Will any of the +securities to be issued be
subject to +voluntary escrow?
Yes or No
7D.4a *Please enter the number and +class of the
+securities subject to +voluntary escrow
and the date from which they will cease to
be subject to +voluntary escrow
Answer this question if your response to Q7D.4 is
“Yes”.

Part 7E – Proposed placement or other issue – fees and expenses

Question
No.
Question Answer
7E.1 *Will there be a lead manager or broker to
the proposed issue?
Yes or No
7E.1a *Who is the lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
7E.1b *What fee, commission or other
consideration is payable to them for acting
as lead manager/broker?
Answer this question if your response to Q7E.1 is
“Yes”.
7E.2 *Is the proposed issue to be underwritten? Yes or No
7E.2a *Who are the underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
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Appendix 3B Proposed issue of +securities

7E.2b *What is the extent of the underwriting (i.e.
the amount or proportion of the issue that is
underwritten)?
Answer this question if your response to Q7E.2 is
“Yes”.
7E.2c *What fees, commissions or other
consideration are payable to them for acting
as underwriter(s)?
Answer this question if your response to Q7E.2 is
“Yes”.
Note: This includes any applicable discount the
underwriter receives to the issue price payable by
participants in the issue.
7E.2d *Provide a summary of the significant
events that could lead to the underwriting
being terminated
Answer this question if your response to Q7E.2 is
“Yes”.
Note: You may cross-refer to a covering
announcement or to a separate annexure with this
information.
7E.3 *Is a party referred to in listing rule 10.11
underwriting or sub-underwriting the
proposed issue?
Answer this question if the issuer is an ASX Listing (i.e.
not an ASX Debt Listing or ASX Foreign Exempt
Listing) and your response to Q7E.2 is “Yes”.
Note: If your response is “Yes”, this will require security
holder approval under listing rule 10.11.
Yes or No
7E.3a *What is the name of that party?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: If there is more than one such party acting as
underwriter or sub-underwriter include all of their
details in this and the next 2 questions.
7E.3b *What is the extent of their underwriting or
sub-underwriting (i.e. the amount or
proportion of the issue they have
underwritten or sub-underwritten)?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
7E.3c *What fee, commission or other
consideration is payable to them for acting
as underwriter or sub-underwriter?
Answer this question if the issuer is an ASX Listing and
your response to Q7E.3 is “Yes”.
Note: This includes any applicable discount the
underwriter or sub-underwriter receives to the issue
price payable by participants in the issue.
7E.4 Details of any other material fees or costs to
be incurred by the entity in connection with
the proposed issue
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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 7F – Proposed placement or other issue – further information

Question
No.
Question Answer
7F.1 *The purpose(s) for which the entity is
issuing the securities
You may select one or more of the items in the list.
☐To raise additional working capital
☐To fund the retirement of debt
☐To pay for the acquisition of an asset
[provide details below]
☐To pay for services rendered [provide
details below]
☐Other [provide details below]
Additional details:
7F.2 *Will the entity be changing its
dividend/distribution policy if the proposed
issue proceeds?
Yes or No
7F.2a *Please explain how the entity will change
its dividend/distribution policy if the
proposed issue proceeds
Answer this question if your response to Q7F.2 is
“Yes”.
7F.3 Any other information the entity wishes to
provide about the proposed issue
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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

Part 8 – details of +securities proposed to be issued

Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each class of security proposed to be issued.

Part 8A – type of +securities proposed to be issued

Question
No.
Question Answer
8A.1 *The +securities proposed to be issued are:
Tick whichever is applicable
Note: SPP offers must select “existing quoted class”
Additional +securities in a class that is
already quoted on ASX ("existing
quoted class")
☐Additional +securities in a class that is
not currently quoted, and not intended
to be quoted, on ASX ("existing
unquoted class")
New +securities in a class that is not yet
quoted, but is intended to be quoted, on
ASX ("new quoted class")
New +securities in a class that is not
quoted, and not intended to be quoted,
on ASX ("new unquoted class")
8A.2 *Any on-sale of the +securities proposed to
be issued within 12 months of their date of
issue will comply with the secondary sale
provisions in sections 707(3) and 1012C(6)
of the Corporations Act by virtue of:
Answer this question if your response to Q1.6 is “A
standard pro rata issue (non-renounceable or
renounceable)”, “An accelerated offer”, “A non-pro rata
offer to wholesale investors under an information
memorandum” or “A placement or other type of issue”
and your response to Q8A.1 is “existing quoted class”
or “new quoted class”.
Note: Under Appendix 2A of the Listing Rules, when
the entity applies for quotation of the securities
proposed to be issued, it gives a warranty that an offer
of the securities for sale within 12 months after their
issue will not require disclosure under section 707(3) or
1012C(6) of the Corporations Act.
If you are in any doubt as to the application of, or the
entity’s capacity to give, this warranty, please see ASIC
Regulatory Guide 173 Disclosure for on-sale of
securities and other financial products and consult your
legal adviser.
The publication of a +disclosure
document or +PDS for the +securities
proposed to be issued
The publication of a cleansing notice
under section 708A(5), 708AA(2)(f),
1012DA(5) or 1012DAA(2)(f)
The publication of a +disclosure
document or +PDS involving the same
class of securities as the +securities
proposed to be issued that meets the
requirements of section 708A(11) or
1012DA(11)
An applicable ASIC instrument or class
order
Not applicable – the entity has
arrangements in place with the holder
that ensure the securities cannot be on-
sold within 12 months in a manner that
would breach section 707(3) or
1012C(6)
Note: Absent relief from ASIC, a listed entity can only
issue a cleansing notice where trading in the relevant
securities has not been suspended for more than
5 days during the shorter of: (a) the period during
which the class of securities are quoted; and (b) the
period of 12 months before the date on which the
relevant securities were issued.

Note: If the +securities referred to in this form are being offered under a +disclosure document or +PDS and the entity selects the first or third option in its response to question 8A.1 above (existing quoted class or new quoted class), then by lodging this form with ASX, the entity is taken to have applied for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, the entity will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

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Appendix 3B Proposed issue of +securities

Part 8B – details of +securities proposed to be issued (existing quoted class or existing unquoted class)

Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.

Question
No.
Question Answer
8B.1 *ASX security code & description MEL : ORDINARY FULLY PAID
8B.1a ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities are non CDIs)
8B.2a *Will the +securities to be quoted rank
equally in all respects from their issue date
with the existing issued +securities in that
class?
Yes
8B.2b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8B.2a is
“No”.
Yes or No
8B.2c *Provide the actual non-ranking end date
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “Yes”.
8B.2d *Provide the estimated non-ranking end
period
Answer this question if your response to Q8B.2a is
“No” and your response to Q8B.2b is “No”.
8B.2e *Please state the extent to which the
+securities do not rank equally:
•in relation to the next dividend,
distribution or interest payment; or
•for any other reason
Answer this question if your response to Q8B.2a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment or they
may not be entitled to participate in some other event,
such as an entitlement issue.

Part 8C – details of +securities proposed to be issued (new quoted class or new unquoted class)

Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.

Question
No.
Question Answer
8C.1 *+Security description
The ASX security code for this security will be
confirmed by ASX in due course.
New class-code to be confirmed
Listed Options
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Appendix 3B Proposed issue of +securities

8C.2 *Security type
Select one item from the list.
Please select the most appropriate security type from
the list. This will determine more detailed questions to
be asked about the security later in this section. Select
“ordinary fully or partly paid shares/units” for stapled
securities or CDIs. For interest rate securities, please
select the appropriate choice from either “Convertible
debt securities” or “Non-convertible debt securities”
(tradeable securities); or “Wholesale debt securities”
(non-tradeable). Select “Other” for performance
shares/units and performance options/rights or if the
selections available in the list do not appropriately
describe the security being issued.
☐Ordinary fully or partly paid shares/units
Options
☐+Convertible debt securities
☐Non-convertible +debt securities
☐Redeemable preference shares/units
☐Wholesale debt securities
Other
8C.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are proposing to issue a new
class of securities other than CDIs. See also the note
at the top of this form.
8C.3a ISIN Code for the entitlement or right to
participate in a non-renounceable issue; or
for the tradeable rights created under a
renounceable right issue (if Issuer is foreign
company and +securities are non CDIs)
8C.4a *Will all the +securities proposed to be
issued in this class rank equally in all
respects from the issue date?
Yes
8C.4b *Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q8C.4a is
“No”.
Yes or No
8C.4c *Provide the actual non-ranking end date
Answer this question if your response to Q8C.5a is
“No” and your response to Q8C.4b is “Yes”.
8C.4d *Provide the estimated non-ranking end
period
Answer this question if your response to Q8C.4a is
“No” and your response to Q8C.4b is “No”.
8C.4e *Please state the extent to which the
+securities do not rank equally:
•in relation to the next dividend,
distribution or interest payment; or
•for any other reason
Answer this question if your response to Q8C.4a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.
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Appendix 3B Proposed issue of +securities

8C.5 Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities
proposed to be issued or provide the
information by separate announcement.
You may cross-reference a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released to the ASX Market Announcements
Platform.
Material terms to be detailed in prospectus,
issuance is expected to occur during July
2021.
8C.6 *Have you received confirmation from ASX
that the terms of the +securities are
appropriate and equitable under listing rule
6.1?
Answer this question only if you are an ASX Listing.
(ASX Foreign Exempt Listings and ASX Debt Listings
do not have to answer this question).
If your response is “No” and the securities have any
unusual terms, you should approach ASX as soon as
possible for confirmation under listing rule 6.1 that the
terms are appropriate and equitable.
No
8C.7a Ordinary fully or partly paid shares/units details
Answer the questions in this section if you selected this security type in your response to Question 8C.2.
*+Security currency
This is the currency in which the face amount of an
issue is denominated. It will also typically be the
currency in which distributions are declared.
*Will there be CDIs issued over the
+securities?
No
*CDI ratio
Answer this question if you answered “Yes” to the
previous question. This is the ratio at which CDIs can
be transmuted into the underlying security (e.g. 4:1
means 4 CDIs represent 1 underlying security whereas
1:4 means 1 CDI represents 4 underlying securities).
X:Y
*Is it a partly paid class of +security? No
*Paid up amount: unpaid amount
Answer this question if answered “Yes” to the previous
question.
The paid up amount represents the amount of
application money and/or calls which have been paid
on any security considered ‘partly paid’
The unpaid amount represents the unpaid or yet to be
called amount on any security considered ‘partly paid’.
The amounts should be provided per the security
currency (e.g. if the security currency is AUD, then the
paid up and unpaid amount per security in AUD).
X:Y
*Is it a stapled +security?
This is a security class that comprises a number of
ordinary shares and/or ordinary units issued by
separate entities that are stapled together for the
purposes of trading.
No
8C.7b Option details
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
*+Security currency
This is the currency in which the exercise price is
payable.
AUD
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Appendix 3B Proposed issue of +securities

*Exercise price
The price at which each option can be exercised and
convert into the underlying security.
The exercise price should be provided per the security
currency (i.e. if the security currency is AUD, the
exercise price should be expressed in AUD).
0.031
*Expiry date
The date on which the options expire or terminate.
31/12/22
*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if an option is exercised
For example, if the option can be exercised to receive
one fully paid ordinary share with ASX security code
ABC, please insert “One fully paid ordinary share
(ASX:ABC)”.
MEL : ORDINARY FULLY PAID
8C.7c Details of non-convertible +debt securities, +convertible debt securities, or
redeemable preference shares/units
Answer the questions in this section if you selected one of these security types in your response to Question
Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
*Type of +security
Select one item from the list
☐Simple corporate bond
☐Non-convertible note or bond
☐Convertible note or bond
☐Preference share/unit
☐Capital note
☐Hybrid security
☐Other
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
*Face value
This is the principal amount of each security.
The face value should be provided per the security
currency (i.e. if security currency is AUD, then the face
value per security in AUD).
*Interest or dividend rate type
Select one item from the list
Select the appropriate interest rate type per the terms
of the security. Definitions for each type are provided in
the Guide to the Naming Conventions and Security
Descriptions for ASX Quoted Debt and Hybrid
Securities
Note, this and the following questions also refer to
dividend rates and payments, as would be relevant to
preference securities.
☐Fixed rate
☐Floating rate
☐Indexed rate
☐Variable rate
☐Zero coupon/no interest
☐Other
*Frequency of coupon/interest/dividend
payments per year
Select one item from the list.
☐Monthly
☐Quarterly
☐Semi-annual
☐Annual
☐No coupon/interest payments
☐Other
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5 June 2021

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Appendix 3B Proposed issue of +securities

*First interest/dividend payment date
A response is not required if you have selected “No
coupon/interest payments” in response to the question
above on the frequency of coupon/interest payments
*Interest/dividend rate per annum
Answer this question if the interest rate type is fixed.
% p.a.
*Is the interest/dividend rate per annum
estimated at this time?
Answer this question if the interest rate type is fixed.
Yes or No
*If the interest/dividend rate per annum is
estimated, then what is the date for this
information to be announced to the market
(if known)
Answer this question if the interest rate type is fixed
and your response to the previous question is “Yes”.
Answer “Unknown” if the date is not known at this time.
*Does the interest/dividend rate include a
reference rate, base rate or market rate
(e.g. BBSW or CPI)?
Answer this question if the interest rate type is floating
or indexed.
Yes or No
*What is the reference rate, base rate or
market rate?
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
*Does the interest/dividend rate include a
margin above the reference rate, base rate
or market rate?
Answer this question if the interest rate type is floating
or indexed.
Yes or No
*What is the margin above the reference
rate, base rate or market rate (expressed as
a percent per annum)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
% p.a.
*Is the margin estimated at this time?
Answer this question if the interest rate type is floating
or indexed.
Yes or No
*If the margin is estimated, then what is the
date for this information to be announced to
the market (if known)
Answer this question if the interest rate type is floating
or indexed and your response to the previous question
is “Yes”.
Answer “Unknown” if the date is not known at this time.
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Appendix 3B Proposed issue of +securities

*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
“s128F exempt” means interest payments are not
taxable to non-residents;
“Not s128F exempt” means interest payments are
taxable to non-residents;
“s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security
☐s128F exempt
☐Not s128F exempt
☐s128F exemption status unknown
☐Not applicable
*Is the +security perpetual (i.e. no maturity
date)?
Yes or No
*Maturity date
Answer this question if the security is not perpetual
*Select other features applicable to the
+security
Up to 4 features can be selected. Further information is
available in the Guide to the Naming Conventions and
Security Descriptions for ASX Quoted Debt and Hybrid
Securities.
☐Simple
☐Subordinated
☐Secured
☐Converting
☐Convertible
☐Transformable
☐Exchangeable
☐Cumulative
☐Non-Cumulative
☐Redeemable
☐Extendable
☐Reset
☐Step-Down
☐Step-Up
☐Stapled
☐None of the above
*Is there a first trigger date on which a right
of conversion, redemption, call or put can
be exercised (whichever is first)?
Yes or No
*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.
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Appendix 3B Proposed issue of +securities

*Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if the +securities are converted,
transformed or exchanged (including, if
applicable, any interest)
Answer this question if the security features include
“converting”, “convertible”, “transformable” or
“exchangeable”.
For example, if the security can be converted into
1,000 fully paid ordinary shares with ASX security code
ABC, please insert “1,000 fully paid ordinary shares
(ASX:ABC)”.
8C.7d Details of wholesale debt securities
Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
CFI
FISN
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
Total principal amount of class
Face value
This is the offer / issue price or value at which the
security was offered on issue.
Number of +securities
This should be the total principal amount of class
divided by the face value
*Interest rate type
Select the appropriate interest rate type per the terms
of the security.
☐Fixed rate
☐Floating rate
☐Fixed to floating
☐Floating to fixed
*Frequency of coupon/interest payments
per year
Select one item from the list. The number of interest
payments to be made per year for a wholesale debt
security.
☐Monthly
☐Quarterly
☐Semi-annual
☐Annual
☐No payments
*First interest payment date
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments.
*Interest rate per annum
A response is not required if you have selected “No
payments” in response to the question above on the
frequency of coupon/interest payments.The rate
represents the total rate for the first payment period
which may include a reference or base rate plus a
margin rate and other adjustment factors where
applicable, stated on a per annum basis. If the rate is
only an estimate at this time please enter an indicative
rate and provide the actual rate once it has become
available.
%
  • See chapter 19 for defined terms 5 June 2021

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This appendix is available as an online form

Appendix 3B Proposed issue of +securities

*Maturity date
The date on which the security matures.
Class type description
*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
“s128F exempt” means interest payments are not
taxable to non-residents;
“Not s128F exempt” means interest payments are
taxable to non-residents;
“s128F exemption status unknown” means the
issuer is unable to advise the status;
“Not applicable” means s128F is not applicable to this
security
☐s128F exempt
☐Not s128F exempt
☐s128F exemption status unknown
☐Not applicable

Introduced 01/12/19; amended 31/01/20; 18/07/20; 05/06/21

  • See chapter 19 for defined terms 5 June 2021

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