MURRAY COD AUSTRALIA LIMITED — Capital/Financing Update 2019

Dec 16, 2019

This appendix is not available as an online form Please fill in and submit as a PDF announcement

+Rule 2.7

Appendix 2A

Application for quotation of +securities

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.

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. 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 nonAustralian 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.

Part 1 – Entity and announcement details

Question no	Question	Answer
1.1	*Name of entity We (the entity here named) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.1	Murray Cod Australia Limited
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: 74 143 928 625
1.3	*ASX issuer code	MCA
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 Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update.
1.4b	*Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above.
1.4c	*Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.
1.4d	*Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.

1 Appendix 2A of the Listing Rules includes 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 the securities to be quoted have been issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see ASIC Regulatory Guide 189 Disclosure relief for rights issues ). If in doubt, please consult your legal adviser.

• See chapter 19 for defined terms 1 December 2019

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

Appendix 2A

1.5 *Date of this announcement

17 December 2019

Part 2 – Type of issue

Part 2 –	Type of issue
Question No.	Question	Answer
2.1	*The +securities to be quoted are: Select whichever item is applicable. If you wish to apply for quotation of different types of issues of securities, please complete a separate Appendix 2A for each type of issue.	☒Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B ☐Being issued under a +dividend or distribution plan ☐Being issued as a result of options being exercised or other +convertible securities being converted ☐Unquoted partly paid +securities that have been paid up and are now quoted fully paid +securities ☐Restricted securities where the escrow period has expired or is about to expire ☐+Securities previously issued under an +employee incentive scheme where the restrictions on transfer have ceased or are about to cease ☐+Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer ☐Other
2.2a.1	*Date of Appendix 3B notifying the market of the proposed issue of securities for which quotation is now being sought Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”	13 December 2019
2.2a.2	*Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B? Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”.	No

• See chapter 19 for defined terms 1 December 2019

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

Appendix 2A

2.2a.2.1	*Please provide details of the further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.2a.2 is “Yes”. Please provide details of the proposed dates and number of securities for the further issues. This may be the case, for example, if the Appendix 3B related to an accelerated pro rata offer with an institutional component being quoted on one date and a retail component being quoted on a later date.
2.2b.1	*Date of Appendix 3A.1 lodged with ASX in relation to the underlying +dividend or distribution Answer this question if your response to Q2.1 is “Being issued under a dividend or distribution plan”.
2.2b.2	*Does the +dividend or distribution plan meet the requirement of listing rule 7.2 exception 4 that it does not impose a limit on participation? Answer this question if your response to Q2.1 is “Being issued under a dividend or distribution plan”. Note: Exception 4 only applies where security holders are able to elect to receive all of their dividend or distribution as securities. For example, Exception 4 would not apply in the following circumstances: 1) The entity has specified a dollar limit on the level of participation e.g. security holders can only participate to a maximum value of $x in respect of their entitlement. 2) The entity has specified a maximum number of securities that can participate in the plan e.g. security holders can only receive securities in lieu of dividend payable for x number of securities.
2.2c.1	Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code) Answer this question if your response to Q2.1 is “Being issued as a result of options being exercised or other convertible securities being converted”.
2.2c.2	And the date the options were exercised or other +convertible securities were converted Answer this question if your response to Q2.1 is “Being issued as a result of options being exercised or other convertible securities being converted”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.
2.2d.1	Please state the number and type of partly paid +securities (including their ASX security code) that were fully paid up Answer this question if your response to Q2.1 is “Unquoted partly paid securities that have been paid up and are now quoted fully paid securities”.

• See chapter 19 for defined terms 1 December 2019

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Appendix 2A

Please fill in and submit as a PDF announcement Application for quotation of +securities

This appendix is not available as an online form

2.2d.2	And the date the+securities were fully paid up Answer this question if your response to Q2.1 is “Unquoted partly paid securities that have been paid up and are now quoted fully paid securities”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up.
2.2e.1	Please state the number and type of +restricted securities (including their ASX security code) where the escrow period has expired or is about to expire Answer this question if your response to Q2.1 is “Restricted securities where the escrow period has expired or is about to expire”.
2.2e.2	And the date the escrow restrictions have ceased or will cease Answer this question if your response to Q2.1 is “Restricted securities where the escrow period has expired or is about to expire”. Note: If this occurred over a range of dates, enter the date the last of the escrow restrictions has ceased or will cease.
2.2f.1	Please state the number and type of +securities (including their ASX security code) previously issued under the +employee incentive scheme where the restrictions on transfer have ceased or are about to cease Answer this question if your response to Q2.1 is “Securities previously issued under an employee incentive scheme where the restrictions on transfer have ceased or are about to cease”.
2.2f.2	And the date the restrictions on transfer have ceased or will cease: Answer this question if your response to Q2.1 is “Securities previously issued under an employee incentive scheme where the restrictions on transfer have ceased or are about to cease”. Note: If this occurred over a range of dates, enter the date the last of the restrictions on transfer has ceased or will cease.
2.2g.1	Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”.

• See chapter 19 for defined terms 1 December 2019

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

Appendix 2A

2.2g.2		*Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”.	*Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”.
2.2g.3		*Are any of these +securities being issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”.		Yes or No
2.2g.3.a		*Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer” and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. Name of KMP Name of registered holder Number of +securities
		registered holder”.
		Name of KMP	Name of registered holder		Number of +securities
2.2h.1		*The purpose(s) for which the entity is issuing the securities is: Answer this question if your response to Q2.1 is “Other”. 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 [p_rovide details below_] Additional details: Use of funds:- • continued development and partly fund construction of the grow-out pond ‘super site’ to accommodate increased fingerling stock; and • marketing and branding initiatives to drive sales of planned increase in stock production and to maintain price margin of “Aquna Cod” branded Murray Cod relative to competitors and other fish species; • purchase or upgrade / construction of a Murray Cod hatchery; and • working capital.

• See chapter 19 for defined terms 1 December 2019

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

Appendix 2A

2.2h.2	*Please provide any further information needed to understand the circumstances in which you are applying to have these +securities quoted on ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B Answer this question if your response to Q2.1 is “Other”.
2.2i	*Are these +securities being offered under a +disclosure document or +PDS? Answer this question if your response to Q2.1 is any option other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”.
2.2i.1	*Date of +disclosure document or +PDS? Answer this question if your response to Q2.1 is any option other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.2i is “Yes”. Under the Corporations Act, the entity must apply for quotation of the securities within 7 days of the date of the disclosure document or PDS.
2.3	*The +securities to be quoted are: Tick whichever is applicable	☒Additional +securities in a class that is already quoted on ASX ("existing class") ☐New +securities in a class that is not yet quoted on ASX ("new class")

Part 3A – number and type of +securities to be quoted (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.

Question No.	Question	Answer
3A.1	*ASX +security code & description	MCA - Fully paid ordinary shares
3A.2	*Number of +securities to be quoted	103,448,276

Part 4 – Issue details

Part 4 –	Issue details
Question No.	Question	Answer
4.1	*Have the +securities to be quoted been issued yet?	No
4.1a	*What was their date of issue? Answer this question if your response to Q4.1 is “Yes”.
4.1b	*What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”.	18 December 2019
4.2	*Are the +securities to be quoted being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”.	Yes

• See chapter 19 for defined terms

1 December 2019

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

Appendix 2A

4.2a	*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 Q4.2 is “Yes”.	AUD
4.2b	*What is the issue price per +security Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c and Q4.2d.	$0.145
4.2c	Please describe the consideration being provided for the +securities to be quoted Answer this question if your response to Q4.2 is “No”.
4.2d	Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted Answer this question if your response to Q4.2 is “No”.

Part 5 – Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by the entity. If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX). Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.

5.1	*Quoted +securities(total number of each +class of +securities quoted on ASX following
	the +quotation of the +securities the subject of this application)
	ASX +security code and description Total number of +securities on issue
	MCA – fully paid ordinary shares 559,784,691

• See chapter 19 for defined terms 1 December 2019

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

Appendix 2A

5.2		*Unquoted +securities(total number of each +class of +securities issued but not quoted on ASX): ASX +security code and description Total number of +securities on issue Unlisted options, exercisable at $0.075 and expiring 16 January 2022 Unlisted options, exercisable at $0.075 and expiring on 16 January 2021 Unlisted options, exercisable at $0.075 and expiring 16 January 2022, vesting upon certain production milestones Unlisted Options with an exercise price of $0.075 and expiring 16 January 2022 Vested performance rights exercisable to ordinary shares Performance rights converting 1:1 to ordinary shares upon certain production milestones Unlisted options, exercisable at $0.10 each, expiring on 30 June 2021, vesting upon the Company achieving production and sale of 250 tonnes of Murray Cod between 30 June 2019 and 30 June 2020 Unlisted options, exercisable at $0.15 each, expiring on 30 June 2023, vesting upon the Company achieving production and sale of 500 tonnes of Murray Cod between 31 December 2021 and 31 December 2022 Unlisted options, exercisable at $0.20 each, expiring on 30 June 2025, vesting upon the Company achieving production and sale of 1,000 tonnes of Murray Cod between 31 December 2023 and 31 December 2024 Unlisted options, exercisable at $0.125 each, expiring on 10 December 2021 64,000,000 350,000 5,000,000 20,333,333 10,000,000 5,000,000 300,000 300,000 400,000 2,000,000	*Unquoted +securities(total number of each +class of +securities issued but not quoted on ASX): ASX +security code and description Total number of +securities on issue Unlisted options, exercisable at $0.075 and expiring 16 January 2022 Unlisted options, exercisable at $0.075 and expiring on 16 January 2021 Unlisted options, exercisable at $0.075 and expiring 16 January 2022, vesting upon certain production milestones Unlisted Options with an exercise price of $0.075 and expiring 16 January 2022 Vested performance rights exercisable to ordinary shares Performance rights converting 1:1 to ordinary shares upon certain production milestones Unlisted options, exercisable at $0.10 each, expiring on 30 June 2021, vesting upon the Company achieving production and sale of 250 tonnes of Murray Cod between 30 June 2019 and 30 June 2020 Unlisted options, exercisable at $0.15 each, expiring on 30 June 2023, vesting upon the Company achieving production and sale of 500 tonnes of Murray Cod between 31 December 2021 and 31 December 2022 Unlisted options, exercisable at $0.20 each, expiring on 30 June 2025, vesting upon the Company achieving production and sale of 1,000 tonnes of Murray Cod between 31 December 2023 and 31 December 2024 Unlisted options, exercisable at $0.125 each, expiring on 10 December 2021 64,000,000 350,000 5,000,000 20,333,333 10,000,000 5,000,000 300,000 300,000 400,000 2,000,000
		ASX +security code and description	Total number of +securities on issue
		Unlisted options, exercisable at $0.075 and expiring 16 January 2022 Unlisted options, exercisable at $0.075 and expiring on 16 January 2021 Unlisted options, exercisable at $0.075 and expiring 16 January 2022, vesting upon certain production milestones Unlisted Options with an exercise price of $0.075 and expiring 16 January 2022 Vested performance rights exercisable to ordinary shares Performance rights converting 1:1 to ordinary shares upon certain production milestones Unlisted options, exercisable at $0.10 each, expiring on 30 June 2021, vesting upon the Company achieving production and sale of 250 tonnes of Murray Cod between 30 June 2019 and 30 June 2020 Unlisted options, exercisable at $0.15 each, expiring on 30 June 2023, vesting upon the Company achieving production and sale of 500 tonnes of Murray Cod between 31 December 2021 and 31 December 2022 Unlisted options, exercisable at $0.20 each, expiring on 30 June 2025, vesting upon the Company achieving production and sale of 1,000 tonnes of Murray Cod between 31 December 2023 and 31 December 2024 Unlisted options, exercisable at $0.125 each, expiring on 10 December 2021	64,000,000 350,000 5,000,000 20,333,333 10,000,000 5,000,000 300,000 300,000 400,000 2,000,000

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is “Being issued under a dividend/distribution plan” and the response to Q2.2b.2 is “No”; or

• • your response to Q2.1 is “Other”.

• Note that if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.

• See chapter 19 for defined terms 1 December 2019

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This appendix is not available as an online form Appendix 2A Please fill in and submit as a PDF announcement Application for quotation of +securities

Appendix 2A

Question No.	Question	Answer
6.1	*Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1?	No
6.1a	*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q6.1 is “Yes”.
6.1b	*Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”.	Yes
6.1b.1	*How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No” and the response to Q6.1b 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.	57,814,634
6.1c	*Are any of the +securities being 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 response to Q6.1 is “No”.	Yes
6.1c.1	*How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the response to Q6.1 is “No” and the response to Q6.1c 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.	45,633,642

Introduced 01/12/19

• See chapter 19 for defined terms 1 December 2019

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