ADX Energy : Appendix 3B Placement and SPP Options

Appendix 3B New issue announcement

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

ADX Energy Ltd

ABN

50 009 058 646

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

2

3

+Class of +securities issued or to be issued

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

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)

Listed Options (code ADX-O)

(refer earlier 3B lodged 21/10/2019)

95,167,287

Exercise Price 1.5 cents, Expiry 20/11/2020

+ See chapter 19 for defined terms.

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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:
2. • 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
3. Issue price or consideration
4. Purpose of the issue
   (If issued as consideration for the acquisition of assets, clearly identify those assets)

Upon exercise of the Options the shares issued will rank pari passu with existing ordinary fully paid shares.

Nil

Free attaching option for every three shares issued:

• for 200,000,000 shares issued under placement of 21 October 2019 (66,666,667 Options),
• for 5,800,000 shares issued re investor relations services on 21 October 2019 (1,933,333 Options), and
• for 79,701,800 shares issued under share purchase plan and shortfall on 22 November 2019 (26,567,287 Options).

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

Yes

31 May 2019

1,933,333 options

6d	Number of +securities issued	-
	with security holder approval
	under rule 7.1A

+ See chapter 19 for defined terms.

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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

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.

8 Number and +class of all

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

93,233,953 options General Meeting 6/12/2019

-

-

-

7.1 211,605,506

7.1A 151,204,445

Total 362,809,951

9 December 2019

Number	+Class
1,525,312,281	Ordinary Fully Paid
	Shares
95,167,287	Listed Options, Exercise
price 1.5 cents, Expiry
	20/11/2020

+ See chapter 19 for defined terms.

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9 Number and +class of all

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

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

Number	+Class
25,000,000	Unlisted options
	exercise price 2 cents,
	expiry 31/12/2019
5,000,000	Unlisted options
	exercise price 3 cents,
	expiry 31/12/2019
135,000,005	Unlisted options
	exercise price 1.8 cents,
	expiry 26/11/2021
9,770,047	Unlisted options
	exercise price Nil cents,
	expiry 31/5/2022
18,072,991	Unlisted options
	exercise price Nil cents,
	expiry 31/5/2023
12,798,214	Unlisted options
	exercise price Nil cents,
	expiry 31/7/2023
8,249,999	Unlisted options
	exercise price Nil cents,
	expiry 31/10/2023
157,142,861	Convertible notes
	(Convertible into
	157,142,861 fully paid
	ordinary shares at no
	less than A$0.007 per
	share)
Not applicable

+ See chapter 19 for defined terms.

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Part 2 - Pro rata issue

1. Is security holder approval N/A required?
2. Is the issue renounceable or non- renounceable?
3. Ratio in which the +securities will be offered
4. +Class of +securities to which the offer relates
5. +Record date to determine entitlements
6. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
7. Policy for deciding entitlements in relation to fractions
8. 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.

1. Closing date for receipt of acceptances or renunciations
2. Names of any underwriters
3. Amount of any underwriting fee or commission
4. Names of any brokers to the issue
5. Fee or commission payable to the broker to the issue

+ See chapter 19 for defined terms.

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1. Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders
2. If the issue is contingent on security holders' approval, the date of the meeting
3. Date entitlement and acceptance form and offer documents will be sent to persons entitled
4. 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
5. Date rights trading will begin (if applicable)
6. Date rights trading will end (if applicable)
7. How do security holders sell their entitlements in full through a broker?
8. How do security holders sell part of their entitlements through a broker and accept for the balance?
9. How do security holders dispose of their entitlements (except by sale through a broker)?
10. +Issue date

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

+ See chapter 19 for defined terms.

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1. 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

1. 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
2. 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)

1. Number of +securities for which +quotation is sought
2. +Class of +securities for which quotation is sought
3. 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:
4. • 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

+ See chapter 19 for defined terms.

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41 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

42 Number and +class of all

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

+ See chapter 19 for defined terms.

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Quotation agreement

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

2 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.

1. 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.
2. 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:	.................................................... Date: 9 December 2019
	COMPANY SECRETARY
Print name:	AMANDA SPARKS...................................................
	== == == == ==

+ See chapter 19 for defined terms.

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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	1,132,970,915
securities on issue 12 months before the
+issue date or date of agreement to issue
Add the following:	2,874,996 issued 8/4/2019
• Number of fully paid +ordinary	2,464,283 issued 28/6/2019
securities issued in that 12 month	2,464,283 issued 8/8/2019
period under an exception in rule 7.2
3,571,427 issued 16/8/2019
	3,571,428 issued 4/9/2019
	3,571,427 issued 16/9/2019
	5,853,894 issued 16/10/2019
. Number of fully paid +ordinary	75,000,000 issued 10/12/18
187,500,000 issued 21/10/2019
securities issued in that 12 month
period with shareholder approval	12,500,000 issued 24/10/2019
	79,701,800 issued 22/11/2019

• 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
Subtract the number of fully paid	-
+ordinary securities cancelled during that
12 month period
"A"	1,512,044,453

+ See chapter 19 for defined terms.

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Step 2: Calculate 15% of "A"

"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15	226,806,667

Step 3: Calculate "C", the amount of placement capacity under rule 7.1 that has already been used

Insert number of +equity securities	2,206,893 shares issued 8/4/2019
issued or agreed to be issued in that 12	1,298,214 shares issued 28/6/2019
month period not counting those issued:
2,183,035 shares issued 8/8/2019
• Under an exception in rule 7.2	1,779,686 shares issued 16/10/2019
5,800,000 shares issued 21/10/2019
• Under rule 7.1A
1,933,333 listed options issued 9/12/19
• 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
"C"	15,201,161

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15	226,806,667
Note: number must be same as shown in
Step 2
Subtract "C"	15,201,161
Note: number must be same as shown in
Step 3
Total ["A" x 0.15] - "C"	211,605,506
	[Note: this is the remaining placement
	capacity under rule 7.1]

+ See chapter 19 for defined terms.

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Appendix 3B

New issue announcement

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"	1,512,044,453
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	151,204,445

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

"E"-

+ See chapter 19 for defined terms.

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Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A

"A" x 0.10	151,204,445
Note: number must be same as shown in
Step 2
Subtract "E"	-
Note: number must be same as shown in
Step 3
Total ["A" x 0.10] - "E"	151,204,445
	Note: this is the remaining placement
	capacity under rule 7.1A

+ See chapter 19 for defined terms.

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