Carnegie Clean Energy : ESOP Secondary Trading Notice

23rd January 2017

On 23 January 2017, Carnegie Clean Energy Limited ("the Company") issued 1,250,000 fully paid ordinary shares in the capital of the Company at an issue price of $0.054. The issue of the shares represents the conversion of 1,250,000 unlisted Employee Share Options expiring 9 July 2018 under the terms of Employee Share options issued on 10 July 2015.

The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Shares noted above will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

1. the Company issued the Shares without disclosure to investors under Part 6D.2 of the Act;

2. as at 23 January 2017 the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

3. as at 23 January 2017 there is no information:

4. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

5. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

6. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

7. the rights and liabilities attaching to the Securities.

Yours faithfully

Carnegie Wave Energy Limited

AIDAN J. FLYNN

Company Secretary