Greenearth Energy : GER - Appendix 3B

Microsoft Word - Appendix_03B 23Dec2015 draft.doc 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

Greenearth Energy Ltd

ABN

60 120 710 625

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).

Unlisted options over fully paid ordinary shares

1 +Class of +securities issued or to be issued

9,000,000

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

   
   

   9,000,000 unlisted options exercisable at

   12.5 cents expiring 23 December 2018

2. 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)

   
   

   Options are unquoted. Shares issued upon exercise of options are fully paid ordinary shares, ranking equally with all other fully paid ordinary shares on issue. Options do not entitle the holder to dividends prior to exercise.

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:

   • 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

     
     

     Nil.

4. Issue price or consideration

   
   

   Grant of options to Managing Director and Non‐executive Directors as approved by Shareholders at Annual General Meeting held on 25 November 2015

5. Purpose of the issue

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

Yes

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

25 November 2015

6b The date the security holder resolution under rule 7.1A was passed

Nil

6c Number of +securities issued without security holder approval under rule 7.1

Nil

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)

9,000,000

6f Number of +securities issued under an exception in rule 7.2

N/A

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.

N/A

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

42,603,187 (under rule 7.1)

28,402,125(under rule 7.1A)

71,005,312 (total)

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

23 December 2015

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.

Number	+Class
284,021,253	Ordinary Shares

8 Number and +class of all

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

Number	+Class
1,125,000	Options exercisable at 15
cents each expiring on 2
February 2017
625,000	Options exercisable at
20 cents each expiring
on 2 February 2017
3,000,000	Options exercisable at
10 cents each expiring
on 30 September 2017
13,000,000	Options exercisable at 15
cents each expiring on
30 September 2017
4,000,000	Options exercisable at
20 cents each expiring
on 30 September 2017
4,400,000	Options exercisable at
12.5 cents each expiring
on 7 August 2018
2,000,000	Options exercisable at
7.5 cents each expiring
on 30 September 2018
3,000,000	Options exercisable at
10 cents each expiring
on 30 September 2018
9,000,000	Options exercisable at
12.5 cents each expiring
on 23 December 2018
500,000	Options exercisable at 15
cents each expiring on
30 June 2019
500,000	Options exercisable at
	20 cents each expiring
	on 30 June 2019

1. Number and +class of all

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

   
   

   The company does not presently have a dividend policy

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