Marmota Energy : Appendix 3B

Microsoft Word - 20160113 Appendix 3B ESOP and Perf Rightsv2 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. Issue of Unlisted Employee Options

   
   

2. Issue of Unlisted Performance Rights

   
   

3. Agreement to issue Unlisted Employee Options subject to shareholder approval

1 +Class of +securities issued or to be issued

(a) 2,300,000

(b) 2,400,000

(c) 6,000,000

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 Employee Options:

   2,300,000 exercisable at any time up to 12 January 2021 at $0.05 per option.

   Non-transferable except as allowed under the Employee Share Option Plan ("ESOP"). Not Quoted.

   
   

2. Unlisted Performance Rights: 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.

   
   

3. Agreement to issue Unlisted Employee Options to Directors:

   • Mr David Williams: 3,000,000, and

   • Mr Peter Thompson: 3,000,000 Total: 6,000,000 options exercisable at any time up to 12 January 2021

at: $0.05 per option.

Non-transferable except as allowed under the Employee Share Option Plan ("ESOP"). Not Quoted. To be issued when 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. No, options are non-transferable (except as allowed under the ESOP) and will not be quoted. Underlying shares issued on exercise of options will rank equally with existing shares upon issue.

   
   

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. No, options are non-transferable (except as allowed under the ESOP) and will not be quoted. Underlying shares issued on exercise of options will rank equally with existing shares upon issue.

5. 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




5	Issue price or consideration	(a)	Nil
(b)	Nil
(c)	Nil




1. Issue of Employee Options under the ESOP

   
   

2. Issue of Performance Rights as approved at the AGM on 25 November 2014

   
   

3. Agreement to issue of Employee Options under the ESOP

6 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. Issue approved by AGM on 25 November 2014

   
   

3. 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)




(a) 2,300,000 (Exception 9) (b) 2,400,000 (Exception 14)

(c) agreement to issue 6,000,000 options when approved by shareholders (Exception 14)

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




+ See chapter 19 for defined terms.




04/03/2013 Appendix 3B Page 3

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




N/A

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




1. 13 January 2016

   
   

2. 13 January 2016

   
   

3. agreement on 13 January 2016 to issue options subject to shareholder approval

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
379,305,157	Ordinary Shares

1. Number and +class of all

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

   
   

   Number	+Class
   225,000	7.3 cent Options
   expiring 29 July 2016
   100,000	3.6 cent Options
   expiring 24 July 2017
   870,000	1.8 cent Options
   expiring 16 December 2019
   2,300,000	5 cent Options
   expiring 12 January 2021
   2,400,000	Performance Rights

2. Number and +class of all

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