Carnegie Wave Energy : Secondary Trading Notice

23rd June 2017

On 23 June 2017, Carnegie Clean Energy Limited ("the Company") issued 5,947,369 fully paid ordinary shares in the capital of the Company at an effective issue price of $0.038. The issue of the shares represents the conversion of 226 convertible notes under the terms of the convertible note issue originally announced on 18 November 2013. The effective issue price forms part of the terms of the convertible notes which were issued in November 2013.

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 June 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 June 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 Clean Energy Limited

AIDAN J. FLYNN

Company Secretary