MURRAY COD AUSTRALIA LIMITED — Capital/Financing Update 2017

Jan 18, 2017

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

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

Name of entity

Murray Cod Australia Limited ACN 143 928 625

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	(a) Fully Paid Ordinary Shares (Public Shares) (b) Fully Paid Ordinary Shares (Consideration Shares) (c) Fully Paid Ordinary Shares (Lead Manager Shares) (d) Fully Paid Ordinary Shares (Zebina Shares) (e) Unlisted Options (Consideration Options) (f) Unlisted Options (Lead Manager Options) (g) Unlisted Options (Panaquatic Options) (h) Unlisted Options (Director Options) (i) Performance Rights (Consideration Rights)
	(a) 200,000,000 (b) 81,285,715 (c) 1,000,000 (d) 600,000 (e) 64,000,000 (f) 350,000 (g) 5,000,000 (h) 21,000,000 (i) 15,000,000

3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

(a) Fully Paid Ordinary Shares (b) Fully Paid Ordinary Shares (c) Fully Paid Ordinary Shares (d) Fully Paid Ordinary Shares (e) Unlisted Options with an exercise price of $0.075 and expiring 5 years from the date of quotation on the ASX, vesting upon 100 tonnes of Murray cod being produced and sold by the Company within 4 years from the date of quotation on the ASX (f) Unlisted Options with an exercise price of $0.075 and expiring on 16 January 2021 (g) Unlisted Options with an exercise price of $0.075 and expiring 5 years from the date of quotation on the ASX, vesting:- - 50% upon 150 tonnes of Murray cod being produced and sold by the Company within 4 years from the date of quotation on the ASX; and - 50% upon 250 tonnes of Murray cod being produced and sold by the Company within 4 years from the date of quotation on the ASX. (h) Unlisted Options with an exercise price of $0.075 and expiring 5 years from the date of quotation on the ASX, vesting upon 100 tonnes of Murray cod being produced and sold by the Company within 4 years from the date of quotation on the ASX (i) Performance Rights converting 1:1 to Fully Paid Ordinary Shares:- - 5,000,000 Performance Rights upon 50 tonnes of Murray cod being produced and sold by the Company by 16 January 2020; - 5,000,000 Performance Rights upon 100 tonnes of Murray cod being produced and sold by the Company (tonnage aggregated with class A) by 16 January 2021; and - 5,000,000 Performance Rights upon 150 tonnes of Murray cod being produced and sold by the Company (tonnage aggregated with classes A & B) by 16 January 2023.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in (a) – (d) Yes, shares all respects from the date of (e) – (h) No, shares issued on the exercise of allotment with an existing[+] class options will rank equally with existing quoted securities of quoted[+] securities? (i) No, shares issued on the conversion of If the additional securities do not performance rights will rank equally with existing quoted securities rank equally, please state:

• the date from which they do

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

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

• 5 Issue price or consideration

(a) Issued at $0.05 per share for total consideration of $10,000,000 (b), (e) & (i) Nil cash – issued to vendors pursuant to the Consideration Offer in the Replacement Prospectus dated 5 December 2016 and as approved by shareholders on 16 December 2016 (c) Nil issue price. Shares were issued to the Lead Manager as approved by shareholders on 16 December 2016 (d) Nil issue price. Shares were issued to Zebina Minerals Pty Ltd as approved by shareholders on 16 December 2016 (f) Issue price of $0.00001 per option for a total consideration of $3.50. Lead Manager Options were issued pursuant to the Lead Manager Option Offer in the Replacement Prospectus dated 5 December 2016 and as approved by shareholders on 16 December 2016 (g) Nil issue price per option. Panaquatic Options were issued pursuant to the Panaquatic Option Offer in the Replacement Prospectus dated 5 December 2016 and as approved by shareholders on 16 December 2016 (h) Nil issue price per option.

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	(a) Pursuant to the Replacement Prospectus dated 5 December 2016, the purpose of the Public Offer is to:- - Complete the acquisition of the aquaculture businesses and assets; - Meet the requirements of the ASX and satisfy Chapters 1 & 2 of the ASX Listing Rules; and - Provide funds to develop the business of the merged group (b), (e) & (i) To complete the acquisition of the aquaculture businesses and assets. as approved by shareholders on 16 December 2016 (c) & (f) Issued as consideration for professional services in relation to the Public Offer (d) Issued as consideration in relation to the Jillewarra farm-in (g) – (h) Issued as incentive for future performance to the Company
	No

• See chapter 19 for defined terms.

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6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering[+] securities into 16 January 2017 uncertificated holdings or despatch of certificates Number Class 8 Number and +class of all 346,825,684 Ordinary shares +securities quoted on ASX (including 81,885,715 ( including the securities in shares subject to section 2 if applicable) escrow for 24 months from the date of quotation on the ASX) Number +Class

9 Number and+class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	64,000,000 350,000 5,000,000 21,000,000 15,000,000	Unlisted Options with an exercise price of $0.075 and expiring 5 years from quotation on the ASX, vesting upon 100 tonnes of Murray cod being produced and sold by the Company within 4 years from the date of quotation on the ASX Unlisted Options with an exercise price of $0.075 and expiring on 16 January 2021 Unlisted Options with an exercise price of $0.075 and expiring 5 years from quotation on the ASX, vesting upon certain production milestones Unlisted Options with an exercise price of $0.075 and expiring 5 years from quotation on the ASX, vesting upon 100 tonnes of Murray cod being produced and sold by the Company within 4 years from the date of quotation on the ASX Performance Rights converting 1:1 to Fully Paid Ordinary Shares upon certain production milestones
	N/A

Part 2 - Bonus issue or pro rata issue – NOT APPLICABLE, DELETED

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 – Fully paid ordinary shares only ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

• See chapter 19 for defined terms.

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Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

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

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

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

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

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

Number +Class

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

• See chapter 19 for defined terms.

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Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

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

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

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

Sign here: ............................................................ Date: 19 January 2017 (Company Secretary)

Print name: Brett Tucker

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

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

Introduced 01/08/12

Not applicable – Company is not an eligible entity

• See chapter 19 for defined terms.

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