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Carbon Energy : Appendix 3B and Section 708 Notice

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06/01/2016 | 01:47am CEST
90de1eba-d3c5-4c2e-9424-2feb4af1d38c.pdf

ASX Announcement

1 June 2016

Appendix 3B and Section 708 Notice

Level 9, 301 Coronation Drive, Milton QLD 4064 Australia

PO Box 2118, Toowong DC QLD 4066 Australia

phone + 61 (0) 7 3156 7777

fax + 61 (0) 7 3156 7776

www.carbonenergy.com.au

Carbon Energy Limited ABN 56 057 552 137

Carbon Energy (Operations) Pty Ltd ABN 61 105 176 967

The Company hereby provides notice to the ASX for the purpose of section 708A(5)(e) of the Corporations Act that it has issued 12,071,070 ordinary fully paid shares in the Company to PRCM Nominees Pty Limited (2,397,311 shares) and Pacific Road Holdings NV (9,673,759 shares) which represent the interest payable in respect of the Convertible Note Facility Agreement between the Company, PRCM Nominees Pty Ltd and Pacific Road Holdings (announced to the market on 5 January 2012) without disclosure to investors under Part 6D.2 of the Corporations Act.

The ordinary fully paid shares are issued in accordance with ASX Listing Rule 7.1. The Company states that as at the date of this notice:

  • It has complied with the relevant provisions of Chapter 2M of the Corporations Act as they apply to the Company and section 674 of the Corporations Act; and

  • It is not aware of any excluded information within the meaning of Sections 708A(7) and 708A(8) of the Corporations Act.

An Appendix 3B with respect to the issue of the ordinary fully paid shares is also lodged by the Company with the ASX today and attached to this notice.

For and on behalf of the Board.

Catherine Costello

Chief Financial Officer & Company Secretary

Appendix 3B‌

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

Carbon Energy Limited

ABN

56 057 552 137

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

Ordinary fully paid shares

2

Number of +securities issued or to be issued (if known) or maximum number which may be issued

Pacific Road Interest Payment: 12,071,070 ordinary fully paid shares

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)

Shares are issued on the same terms as existing ordinary fully paid shares.

4

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

The new shares will rank pari passu with existing shares on issue.

5

Issue price or consideration

$0.0101 per share

6

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Pacific Road Interest Payment: Issue of 12,071,070 ordinary shares under the $10 million Pacific Road Convertible Note Facility Agreement to cover the interest costs, payable 3 months in arrears, in relation to the Facility. These shares are issued in accordance with ASX Listing Rule 7.1.

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

Yes

6b

The date the security holder resolution under rule 7.1A was passed

30 November 2015

6c

Number of +securities issued without security holder approval under rule 7.1

12,071,070

6d

Number of +securities issued with security holder approval under rule 7.1A

Nil

6e

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Not applicable

6f

Number of +securities issued under an exception in rule 7.2

Not applicable

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.

Not applicable

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

Not applicable

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

407,980,001

7

+Issue dates

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.

1 June 2016

Number

+Class

1,775,730,120

443,696,404

Ordinary fully paid shares

Listed options

  1. Number and +class of all

    +securities quoted on ASX (including the +securities in section 2 if applicable)

    Number

    +Class

    7,081,738 $0.026 Options expiring 15 October

    2016.

    7,000,000, $0.1672 Options (subject to adjustments as provided for under the Option Subscription Deed relating to Pro-rata issues, Bonus issues and reorganisations), expiring 18 January 2017.

    28,000,000, $0.1672 Options (subject to adjustments as provided for under the Option Subscription Deed relating to Pro-rata issues, Bonus issues and reorganisations), expiring 25 February 2017.

    9,495,080 $0.0301 Options expiring on 25

    August 2017.

    33,333,333 $0.0594 Options expiring 30 June

    2019.

    7,500,000 Performance Rights expiring on 30

    June 2019

  2. Number and +class of all

    +securities not quoted on ASX (including the +securities in section 2 if applicable)

    Not applicable

  3. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11

Is security holder approval required?

Not applicable

12

Is the issue renounceable or non- renounceable?

Not applicable

13

Ratio in which the +securities will be offered

Not applicable

14

+Class of +securities to which the offer relates

Not applicable

15

+Record date to determine entitlements

Not applicable

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

Not applicable

17

Policy for deciding entitlements in relation to fractions

Not applicable

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.

Not applicable

19

Closing date for receipt of acceptances or renunciations

Not applicable

20

Names of any underwriters

Not applicable

21

Amount of any underwriting fee or commission

Not applicable

22

Names of any brokers to the issue

Not applicable

23

Fee or commission payable to the broker to the issue

Not applicable.

24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

Not applicable

25

If the issue is contingent on security holders' approval, the date of the meeting

Not applicable

26

Date entitlement and acceptance form and offer documents will be sent to persons entitled

Not applicable

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

Not applicable

28

Date rights trading will begin (if applicable)

Not applicable

29

Date rights trading will end (if applicable)

Not applicable

30

How do security holders sell their entitlements in full through a broker?

Not applicable

31

How do security holders sell part of their entitlements through a broker and accept for the balance?

Not applicable

32

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

Not applicable

33

+Issue date

Not applicable

Part 3 - Quotation of securities

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

Entities that have ticked box 34(b)

Not applicable

38 Number of +securities for which

+quotation is sought

Not applicable

39 +Class of +securities for which quotation is sought

Not applicable

  1. 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

      Not applicable

  2. 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

    Not applicable

  3. Number and +class of all

+securities quoted on ASX (including the +securities in clause 38)

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

  1. 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.

  2. 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.

  3. 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: _

Company Secretary Print name: Catherine Costello

Date: 1 June 2016

== == == == ==

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 securities on issue 12 months before the

+issue date or date of agreement to issue

1,340,806,885

Add the following:

  • 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

02/06/15 - 4,935,944 Ordinary Shares (Approved at 2015 AGM)

28/08/15 - 9,475,744 Ordinary Shares (Approved at 2015 AGM)

7/10/15 - 123,845,128 Ordinary Shares (Approved at 2015 AGM)

13/04/16 - 267,904,397 Ordinary Shares (Rights Issue and Shortfall)

Subtract the number of fully paid +ordinary securities cancelled during that 12 month period

Nil

"A"

1,746,968,098

Step 2: Calculate 15% of "A"

"B"

0.15

[Note: this value cannot be changed]

Multiply "A" by 0.15

262,045,214

Step 3: Calculate "C", the amount of placement capacity under rule

7.1 that has already been used

Insert number 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

02/12/15 - 8,875,169 Ordinary Shares 01/03/16 - 7,815,783 Ordinary Shares 01/06/16 - 12,071,070 Ordinary Shares

"C"

28,762,022

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

262,045,214

Subtract "C"

Note: number must be same as shown in Step 3

28,762,022

Total ["A" x 0.15] - "C"

233,283,192

[Note: this is the remaining placement capacity under rule 7.1]

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"

Note: number must be same as shown in Step 1 of Part 1

1,746,968,098

Step 2: Calculate 10% of "A"

"D"

0.10

Note: this value cannot be changed

Multiply "A" by 0.10

174,696,809

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

Nil

"E"

Nil

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

174,696,809

Subtract "E"

Note: number must be same as shown in Step 3

Nil

Total ["A" x 0.10] - "E"

174,696,809

Note: this is the remaining placement capacity under rule 7.1A

Carbon Energy Limited published this content on 01 June 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 31 May 2016 23:46:01 UTC.

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