Marmota Energy : Appendix 3B and 3Y

Microsoft Word - Draft ASX release_Perfrormance Rights - 15012016 v2

ASX ANNOUNCEMENT 15 January 2016

Performance Rights

Marmota Energy Limited (ASX: MEU) ("Marmota")

At the Annual General Meeting on 25 November 2014 ("AGM"), shareholders approved "the issue of Performance Rights to the Managing Director", Mr David Williams, (Resolution 5), namely:

• 1.2 million fully paid ordinary shares in the Company, if before 8 September 2016 the 30 day volume weighted average price of the Company's shares is equal to or greater than $0.04 (4 cents),

  
  

• 1.2 million fully paid ordinary shares in the Company, if before 8 September 2016 the 30 day volume weighted average price of the Company's shares is equal to or greater than $0.06 (6 cents).

Due to an oversight, despite being approved, the above Performance Rights were not issued.

On 13 January 2016, Marmota issued an Appendix 3B statement and an Appendix 3Y statement which, in part, dealt with the issue of the outstanding Performance Rights already approved by shareholders at the AGM on 25 November 2014, but not issued. That approval allowed for the issue of the Performance Rights within 1 month after the AGM and as that time has passed, the issuing of same would now be in contravention of Listing Rule 10.11.

The Board of Marmota has therefore resolved to:

1. cancel the Performance Rights issued on 13 January, as set out in the attached Appendix 3B statement and associated Appendix 3Y statement, and

2. agreed to issue the approved Performance Rights subject to obtaining fresh re-approval by shareholders at the next available opportunity, pursuant to Listing Rule 10.11.

For further information, please contact:

Marmota Energy Limited

David Williams Managing Director Email: [e-mail]

Level 30, Westpac House 91 King William Street Adelaide SA 5000

ABN: 38 119 270 816

T: (61 8) 7088 4883

F: (61 8) 7088 4884

www.marmotaenergy.com.au

Page 1

Appendix 3B

4162Rule 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

Marmota Energy Limited

ABN

38 119 270 816

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. Cancellation of Unlisted Performance Rights

   
   

2. Agreement to issue Unlisted Performance Rights subject to shareholder approval

1 +Class of +securities issued or to be issued

(a) 2,400,000

(b) 2,400,000

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

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1

1. Unlisted Performance Rights cancelled: Approved AGM on 25 November 2014. 1,200,000 if prior to 8 September 2016, the 30 day VWAP of listed shares is equal to or greater than $0.04; and

   1,200,000 if prior to 8 September 2016, the 30 day VWAP of listed shares is equal to or greater than $0.06.

   Non-transferable except on same basis as under the ESOP. Not Quoted.

   
   

2. Agreement to issue Unlisted Performance Rights:

1,200,000 if prior to 8 September 2016, the 30 day VWAP of listed shares is equal to or greater than $0.04; and

1,200,000 if prior to 8 September 2016, the 30 day VWAP of listed shares is equal to or greater than $0.06.

Non-transferable except on same basis as under the ESOP. Not Quoted.

To be issued when re-approved by shareholders in accordance with Listing Rule 10.12 (Exception 10).

1. 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)

   
   

2. N/A

   
   

3. No, rights are non-transferable (except as would be allowed under the ESOP) and will not be quoted. Shares that will be issued in the event that the performance criteria is met will rank equally with existing shares upon issue.

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

     
     

   • N/A

   • Nil

5. Issue price or consideration

6. N/A

   
   

7. Agreement to issue of Performance Rights subject to approval of shareholders

8. Purpose of the issue

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




No

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




N/A

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




N/A

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




N/A

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




1. N/A

   
   

2. N/A

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)




1. N/A

   
   

2. agreement to issue 2,400,000 Performance Rights when re-approved by shareholders (Exception 14)

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.







+ See chapter 19 for defined terms.




04/03/2013 Appendix 3B Page 3