ORCODA LIMITED — Share Issue/Capital Change 2015

Dec 15, 2015

6Rule
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

**SmartTrans

Holdings
Limited**

ABN 86
009
065
650

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 Unlisted
  options
  to
  acquire
  ordinary
  fully
  paid be
  issued shares

• 2 Number
  of[+] securities
  issued
  or
  to 6,026,233 be
  issued
  (if
  known)
  or
  maximum number
  which
  may
  be
  issued

11526743.2

NSY
NSY

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013 ME_116245203_1
(W2003x)

Appendix
3B
Page
1

3 Principal
terms
of
the[+] securities The
unlisted
options
have
been
granted
to
Non (e.g.
if
options,
exercise
price
and Executive Directors as part of their expiry
+securities,
date; if
the partly
amount
paid remuneration.
The
Options
are
outlined
in
the Notice
of
Meeting
dated
15
October
2015
and outstanding
and
due
dates
for + were
approved
by
shareholders
at
the
AGM payment; if convertible held
on
the
27
November
2015. securities,
the
conversion
price and
dates
for
conversion)

Terms
of
the
options
are
as
follows: Number:
6,026,233 Exercise
Price:
$0.067 Expiry
Date:
8
December
2018.

• 4 Do
  the[+] securities
  rank
  equally
  in all
  respects
  from
  the[+] issue
  date with
  an
  existing[+] class
  of
  quoted +securities?

No.
However,
ordinary
fully
paid
shares
issued to
optionholders
on
exercise
of
the
unlisted options
will
rank
equally
with
the
existing
fully paid
shares
from
the
date
of
allotment.

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

Nil

6 Purpose
of
the
issue The
unlisted
options
have
been
granted
to
Non (If
issued
as
consideration
for
the Executive Directors as part of their acquisition of assets, clearly remuneration. identify
those
assets)

ME_116245203_1
(W2003x)

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) 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	No.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

11526743.2

NSY
NSY

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013 ME_116245203_1
(W2003x)

Appendix
3B
Page
3

7 +Issue
dates 14
December
2015 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.

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) 9 Number and +class of all +securities not quoted on ASX (_including the +securities in section 2 if applicable)	Number	+Class
	2,209,475,036	Fully paid ordinary shares
	Number	+Class
	10,000,000 10,000,000 1,500,000 135,564,602 5,000,000 6,026,233	Unlisted Options exercisable at $0.03 on or before 9 September 2016 Unlisted Options exercisable at $0.04 on or before 9 September 2016 Unlisted Options exercisable at $0.03 on or before 11 May 2018 Unlisted Options exercisable at $0.035 on or before 23 June 2017 Unlisted Options exercisable at $0.035 on or before 23 June 2017 Unlisted Options exercisable at $0.067 on or before 8 December 2018.

ME_116245203_1
(W2003x)

10 Dividend
policy
(in
the
case
of
a No
change trust,
distribution
policy)
on
the increased
capital
(interests)

**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 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	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

11526743.2

NSY
NSY

• See
  chapter
  19
  for
  defined
  terms.

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Appendix
3B
Page
5

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?
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See
  chapter
  19
  for
  defined
  terms.

11526743.2

NSY
NSY

Appendix
3B
Page
6 ME_116245203_1
(W2003x)

04/03/2013

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

• 33 +Issue
  date

Not
applicable. Not
applicable.

11526743.2

NSY
NSY

• See
  chapter
  19
  for
  defined
  terms.

04/03/2013 ME_116245203_1
(W2003x)

Appendix
3B
Page
7