MURRAY COD AUSTRALIA LIMITED — Capital/Financing Update 2019

Jun 25, 2019

Appendix 3B New issue announcement

MurrayRule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

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 Fully paid ordinary shares be issued 2 Number of[+] securities issued or 666,667 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully paid ordinary shares +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 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	Yes
	$0.075 per share
	Exercise of unlisted Options with an exercise price of $0.075 and expiring 16 January 2022
	Yes
	28 November 2018

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)
	666,667
	N/A
	N/A
	Refer annexure
	26 June 2019
	Number	+Class
	456,336,415	Fully paid ordinary shares

• See chapter 19 for defined terms.

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9 Number and+class of all+securities not quoted on ASX (including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	64,000,000 350,000 5,000,000 20,333,333 15,000,000 300,000 300,000 400,000 2,000,000	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 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,expiringon 10 December 2021
	N/A

Part 2 - Pro rata issue NOT APPLICABLE, DELETED

• See chapter 19 for defined terms.

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Part 3 - Quotation of securities

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

Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

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

Sign here: ............................................................ Date: 26 June 2019 (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 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary 392,659,015 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 280,000 – 25 July 2018 issued in that 12 month period under an 10,512,903 – 20 May 2019

• exception in rule 7.2 666,667 – 26 June 2019

• • Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder approval 26,428,571 – 7 March 2019

• • Number of partly paid[+] ordinary securities that became fully paid in that 12 month period

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary Nil securities cancelled during that 12 month period “A” 430,547,156

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 64,582,073

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

==> picture [415 x 492] intentionally omitted <==

----- Start of picture text -----

Insert number of [+] equity securities issued 24,289,259 – 12 April 2019
or agreed to be issued in that 12 month
period not counting those issued: 1,500,000 – 24 May 2019
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
- 25,789,259
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 64,582,073
Note: number must be same as shown in
Step 2
Subtract “C” 25,789,259
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 38,792,814
[Note: this is the remaining placement
capacity under rule 7.1]
----- End of picture text -----

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 430,547,156 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 43,054,715

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued Nil or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E” Nil

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	43,054,715
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	43,054,715 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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ASX CODE: MCA ASX ANNOUNCEMENT

26 June 2019

Company Announcements Office ASX Limited

By E-Lodgement

NOTICE UNDER SECTION 708(5)(e) OF THE CORPORATIONS ACT

On 26 June 2019, Murray Cod Australia Ltd (“MCA” or “Company”) issued 666,667 fully paid ordinary shares in the capital of the Company upon exercise of 666,6667 options with an exercise price of $0.075 per share.

The shares were issued under an exception the Company’s placement capacity under Listing Rule 7.2.

The Company gives notice pursuant to section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) that:

• a) the Company issued the Shares without disclosure under Part 6D.2 of the Corporations Act 2001 (Cth) (Corporations Act);

• b) as at the date of this notice the Company has complied with:

• i. the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and ii. section 674 of the Corporations Act as it applies to the Company; and

• c) as at the date of this announcement, there is no excluded information of the type referred to in sections 708A(7) and 708A(8) of the Corporations Act.

If you have any questions please call Brett Tucker on 08 9482 0500.

Yours faithfully,

Brett Tucker

Company Secretary

P: +61 8 9482 0500