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NEURIZER LTD Capital/Financing Update 2016

Oct 9, 2016

65442_rns_2016-10-09_6da78812-0dac-49cf-8f9b-4d1c2f8e8bf9.pdf

Capital/Financing Update

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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, 04/03/13

Name of entity

LEIGH CREEK ENERGY LIMITED

ABN

31 107 531 822

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
3
Principal terms of the+securities
(e.g. if options, exercise price
and expiry date; if partly paid
+securities,
the
amount
outstanding and due dates for
payment;
if
+convertible
securities, the conversion price
and dates for conversion)
Unlisted Options Unlisted Options
a) 2,000,000
b) 2,000,000
a) b) 2,000,000 options to acquire ordinary
shares on the followingterms:
Number
2,000,000
Exercise Price
$0.35
Expiry Date
10-October-
2021
b) b) 2,000,000 options to acquire ordinary
shares on the followingterms:
Number
2,000,000
Exercise Price
$0.45
Expiry Date
10-October-
2021
Number 2,000,000
Exercise Price $0.45
Expiry Date 10-October-
2021
  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

4 Do the[+] securities rank equally No, but following exercise of the options, in all respects from the[+] issue the fully paid ordinary shares issued as a date with an existing[+] class of result will rank equally with the existing quoted[+] securities? 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 No consideration. 6 Purpose of the issue Issue of unlisted options to directors as (If issued as consideration for approved by shareholders at the Annual the acquisition of assets, clearly General Meeting on 23 September 2016. identify those assets) 6a Is the entity an[+] eligible entity Yes 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 23 September 2016 resolution under rule 7.1A was passed 6c Number of[+] securities issued Not applicable without security holder approval under rule 7.1 6d Number of[+] securities issued Not applicable with security holder approval under rule 7.1A

6e Number of[+] securities issued Not applicable with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued 4,000,000 approved at the Annual General under an exception in rule 7.2 Meeting on 23 September 2016. 6g If[+] securities issued under rule Not applicable 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 Not applicable 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 Rule 7.1: 39,884,166 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Rule 7.1A: 26,589,444 Announcements 7 +Issue dates 10 October 2016 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. Number +Class 8 Number and +class of all 265,894,441 Ordinary Shares +securities quoted on ASX (Note: 104,767,190 shares ( including the +securities in are issued but restricted section 2 if applicable) until July 3 2017) Options exercisable 17,687,463 at $0.50 on or before 6 June 2018.

  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

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
1,000,000
1,000,000
2,000,000
10,445,000
6,000,000
800,000
1,500,000
4,000,000
26,745,000
Unlisted
options
expiring 19 October
2019.
Unlisted
options
expiring 19 October
2020.
Unlisted
options
expiring 31 July 2020.
Unlisted
options
expiring
30
November 2020.
Unlisted
options
expiring 31 October
2018.
Unlisted
options
expiring 8 May 2021.
Unlisted
options
expiring 10 May 2019.
Unlisted
options
expiring 10 October
2021.
Total
unlisted
options
Not applicable

Part 2 - Pro rata issue

art 2 - Pro rata issue
11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities
will be offered

Not applicable
14 +Class of+securities to which the
offer relates
15 +Record
date
to
determine
entitlements
16 Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17 Policy for deciding entitlements
in relation to fractions
18 Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing
date
for
receipt
of
acceptances or renunciations
  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

20 Names of any underwriters
21 Amount of any underwriting fee
or commission
22 Names of any brokers to the
issue
23 Fee or commission payable to the
broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
25 If the issue is contingent on
security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
27 If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
30 How do security holders sell
their entitlements_in full_through
a broker?
31 How do security holders sell_part_
of their entitlements through a
broker
and
accept
for
the
balance?
  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Issue date

Part 3 - Quotation of securities N/A

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

  • 34 Type of[+] securities ( tick one )

  • (a) +Securities described in Part 1

  • (b)[All other ][+][securities ]

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

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

  • 1 - 1,000

  • 1,001 - 5,000

  • 5,001 - 10,000

  • 10,001 - 100,000

  • 100,001 and over

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

  • See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

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[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

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:

==> picture [79 x 31] intentionally omitted <==

Date: 10 October 2016

Print name: Jordan Mehrtens

  • See chapter 19 for defined terms.

== == == == ==

Appendix 3B Page 9

04/03/2013

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 230,519,472 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: 35,374,969 • Number of fully paid[+] ordinary securities issued in that 12 month period under an exception in rule 7.2

  • • Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder approval

  • • 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” 265,894,441

  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 39,884,166
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber of+equity securities issued
or agreed to be issued in that 12 month
period_not counting_those issued:
• 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
Nil
“C” Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
39,884,166
Subtract“C”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.15] – “C” 39,884,166
[Note: this is the remaining placement
capacity under rule 7.1]
“C”
Nil
“C”
Nil
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 39,884,166
Note: number must be same as shown in
Step 2
Subtract“C” Nil
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 39,884,166
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

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” 265,894,441 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 26,589,444

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

Insert number of[+] equity securities issued 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.

Appendix 3B Page 12

04/03/2013

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
26,589,444
Subtract“E”
Note: number must be same as shown in
Step 3
Nil
Total[“A” x 0.10] – “E” 26,589,444
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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

Introduced 30/09/01 Amended 01/01/11

Name of entity Leigh Creek Energy Limited

ABN 31 107 531 822

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

Name of Director Gregory David English
Date of last notice 22/09/2015

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

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

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

Direct or indirect interest Indirect interest
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Options held by GDE Exploration (SA)
Pty Ltd , a
Company in which Mr English has an
interest.
Date of change 10 October 2016
No. of securities held prior to change Nil
Class Unlisted options, following exercise of the
options the fully paid ordinary shares
issued as a result will rank equally with
the existingclass ofquoted securities.
Number acquired 2,000,000
Number disposed Nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Nil
No. of securities held after change 2,000,000
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Nature of change Issue of unlisted options Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Part 2 – Change of director’s interests in contracts

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

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

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed
above traded during a+closed period where prior written
clearance was required?
No
If so, was prior written clearance provided to allow the trade
to proceed during this period?
N/A
If prior written clearance was provided, on what date was this
provided?
N/A
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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

Introduced 30/09/01 Amended 01/01/11

Name of entity Leigh Creek Energy Limited

ABN 31 107 531 822

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

Name of Director Murray Kenneth Chatfield
Date of last notice 30/06/2016

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

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

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

Direct or indirect interest Indirect interest
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Options held by Springdale Heights Pty
Ltd Fund>, a Company in which Mr Chatfield
has an interest.
Date of change 10 October 2016
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change No unlisted options
Other Securities held:
Direct: 1,033,914 shares
Indirect:
Springdale Heights Pty Ltd RA Chatfield Family Super Fund>
hold 75,000 Ordinary Shares and
25,000 Listed options (expiry 2018).
Waitoa Peaks Pty Ltd Chatfield Family Trust> hold 200,000
Ordinary Shares.
Class Unlisted options, following exercise of the
options the fully paid ordinary shares
issued as a result will rank equally with
the existingclass ofquoted securities.
Number acquired 2,000,000
Number disposed Nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Nil
No. of securities held after change 2,000,000 unlisted options
25,000 listed options
1,033,914 ordinary shares held directly
275,000 ordinary shares held indirectly
Nature of change
Example: on-market trade, off-market trade, exercise of options,
issue of securities under dividend reinvestment plan, participation in
buy-back
Issue of unlisted options

Part 2 – Change of director’s interests in contracts

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

Detail of contract N/A
Nature of interest N/A
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed
above traded during a+closed period where prior written
clearance was required?
No
If so, was prior written clearance provided to allow the trade
to proceed during this period?
N/A
If prior written clearance was provided, on what date was this
provided?
N/A
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3