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PROVARIS ENERGY LTD Capital/Financing Update 2020

May 24, 2020

65630_rns_2020-05-24_ecd2178c-57c6-4d91-913d-7fa66b51283e.pdf

Capital/Financing Update

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Announcement Summary

Entity name GLOBAL ENERGY VENTURES LIMITED

Announcement Type

New announcement

Date of this announcement

Monday May 25, 2020

The Proposed issue is:

A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

ASX +Security Code +Security Description Maximum Number of+securities to be issued
n/a Each Option will be exercisable at a price of $0.12 per Optionon or before 26 May 2023 96,682,056

Ex date

Thursday May 28, 2020

+Record date Friday May 29, 2020

Offer closing date Thursday June 18, 2020

Issue date Thursday June 25, 2020

Refer to next page for full details of the announcement

Part 1 - Entity and announcement details

1.1 Name of +Entity

GLOBAL ENERGY VENTURES LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ABN

Registration Number

53109213470

1.3 ASX issuer code

GEV

1.4 The announcement is

New announcement

1.5 Date of this announcement

Monday May 25, 2020

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

  • Non-renounceable

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 - Are any of the following approvals required for the entitlement offer to be unconditional?

  • +Security holder approval
  • Court approval
  • Lodgement of court order with +ASIC
  • ACCC approval
  • FIRB approval
  • Another approval/condition external to the entity

No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +Security Code and Description

GEV : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No No

If the entity has quoted company options, do the terms entitle option holders to participate on exercise?

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation
ASX that the terms of the proposed of the 'new' class of +securities on
+securities are appropriate and ASX?
equitable under listing rule 6.1? Yes
No
ASX +Security Code
-- -- -------------------- --
+Security Description
New class-code to be confirmed Each Option will be exercisable at a price of $0.12 per Option on or before 26
May 2023

+Security Type

Options

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities
to be issued held
1 4
What will be done with fractionalentitlements? Maximum Number of +securitiesproposed to be issued
Fractions rounded down to the nearest 96,682,056
whole number or fractions disregarded

Purpose of the issue

Pro-rata offer of Loyalty Options to shareholders.

Offer price details for retail security holders

Issue Currency AUD - Australian Dollar Offer Price per +security AUD 0.00500

Estimated or Actual? Actual

Oversubscription & Scale back details

Are +security holders allowed to oversubscribe? Yes

Provide the oversubscription details

Eligible shareholders who wish to subscribe for Options above their entitlement are invited to apply for Shortfall Options under the Shortfall Offer.

May a scale back be applied to this event?

Yes

Provide the scale back details

The Offer is partly underwritten. In the event the Shortfall Options exceed the Underwritten Amount, the remaining Shortfall Options will be allocated among Eligible Shareholders who apply under the Shortfall Offer, proportionate to their existing holdings.

Will all the +securities issued in this class rank equally in all respects from their issue date?

Yes

Options details

+Security Currency

AUD - Australian Dollar

Exercise Price AUD 0.1200

Expiry date Friday May 26, 2023

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

GEV : ORDINARY FULLY PAID

Please provide any further information relating to the principal terms of the +securities

Part 3C - Timetable

3C.1 +Record date

Friday May 29, 2020

3C.2 Ex date Thursday May 28, 2020

3C.4 Record date

Friday May 29, 2020

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

Wednesday June 3, 2020

3C.6 Offer closing date

Thursday June 18, 2020

3C.7 Last day to extend the offer closing date

Monday June 15, 2020

3C.9 Trading in new +securities commences on a deferred settlement basis

Friday June 19, 2020

3C.10 Last day for entity to announce the results of the offer to ASX, including the number and percentage of +securities taken up by existing +security holders and any shortfall taken up by underwriters or other investors

Tuesday June 23, 2020

3C.11 Issue date

Thursday June 25, 2020

3C.12 Date trading starts on a normal T+2 basis

Friday June 26, 2020

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

Tuesday June 30, 2020

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No

3E.2 Is the proposed offer to be underwritten?

Yes

3E.2a Who are the underwriter(s)?

Barclay Wells Ltd

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

Underwritten Amount is $241,705

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

2% of the underwritten amount

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Refer Section 8.5 of the Entitlement Issue Prospectus

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

3E.2e (i) What is the name of that party?

Mr Martin Carolan, Mr Garry Triglavcanin and Mr Paul Garner.

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

Mr Martin Carolan has underwritten 18,000,000 Optitons. Mr Garry Triglavcanin has underwritten 6,000,000 Options and Mr Paul Garner has underwritten 18,000,000 Options.

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

Nil

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?

No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Part 3F - Further Information

3F.1 The purposes for which the entity intends to use the cash raised by the proposed issue

Refer section 5.1 of the Entitlement Issue Prospectus.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has security holders who will not be eligible to participate in the proposed issue

Security holders with a registered address that is not in Australia or New Zealand will not be eligible to participate in the proposed issue.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities

Yes

3F.5a Please provide further details

Eligible beneficiaries on whose behalf eligible nominees or custodians hold existing shares may participate.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://gevoffer.thereachagency.com

3F.7 Any other information the entity wishes to provide about the proposed issue