Form 604

Corporations Act 2001

Section 6718

Notice of change of interests of substantial holder

To Company Name/Scheme Carbon Energy Limited

ACN/ARSN ACN 057 552 137

1. Details of substantial holder (1)

   Name Pacific Road Capital A Pty Limited ACN 123 091 976

   Pacific Road Capital B Pty Limited ACN 123 091 930

   PRCM Nominees Pty Limited ACN 123 215 681

   Pacific Road Capital Management Limited ACN 117 934 586 Pacific Road Capital Management G.P. Limited

   Pacific Road Carbon Energy NV

   ACN/ARSN (if applicable) See above

   ·- --.., -... - ·

   
   

   There was a change in the interests of the
   substantial holder on	1 / 12 / 2014 - 13 / 04 / 2016
   The previous notice was given to the company on	23 / 09 / 2014
   The previous notice was dated	23 / 09 / 2014

   
   

2. Previous and present voting power

   
   

   The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate

   Class of securities (4)	Previous notice		Present notice
   	Person's votes	Voting power (5)	Person's votes	Voting power (5)
   Ordinary Shares	111,322,970	8.8%	149,536,179	8.5%

   (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

   
   

3. Changes in relevant interests

   
   

   Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
   1/12/14	PRCM Nominees Pty Limited	Issue of shares in lieu of interest on Convertible Note	n/a	563,716	563,716
   1/12/ 14	Pacific Road Carbon Energy NV	Issue of shares in lieu of interest on Convertible Note	n/a	2,274,739	2,274,739
   2/3/15	PRCM Nominees Ply Limited	Issue of shares in lieu of interest on Convertible Note	n/a	848,442	848,442
   2/3/15	Pacific Road Carbon Energy NV	Issue of shares in lieu of interest on Convertible Note	n/a	3,423,674	3,423,674
   2/6/15	PRCM Nominees Pty Limited	Issue of shares in lieu of interest on Convertible Note	n/a	980,278	980,278
   2/6/15	Pacific Road Carbon Energy NV	Issue of shares in lieu of interest on Convertible Note	n/a	3,955,667	3,955,667
   28/8/15	PRCM Nominees Pty Limited	Issue of shares in lieu of interest on Convertible Note	n/a	1,881,880	1,881,880

   Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

   
   

   28/8/15	Pacific Road Carbon Energy NV	Issue of shares in lieu of interest on Convertible Note	n/a	7,593,864	7,593,864
   3/12/15	PRCM Nominees Pty Limited	Issue of shares in lieu of interest on Convertible Note	n/a	1,762,606	1,762,606
   3/12/15	Pacific Road Carbon Energy NV	Issue of shares in lieu of interest on Convertible Note	n/a	7,112,563	7,112,563
   3/12/15	PRCM Nominees Pty Limited	Issue of shares in lieu of interest on Convertible Note	n/a	1,552,212	1,552,212
   3/12/15	Pacific Road Carbon Energy NV	Issue of shares in lieu of interest on Convertible Note	n/a	6,263,57 1	6,263,571
   13/4/16	Pacific Road Capital A Pty Limited Pacific Road Capital B Pty Limited PRCM Nominees Pty Limited Pacific Road Capital Management Ply Ltd Pacific Road Capital Management G.P. Limited Pacific Road Carbon Energy NV	Diluted, due to non- participation in a new issue by Company to non-related party (Renounceable rights issue and Rights issue Shortfall)	n/a	-
   				-	-
   				-	-
   				-	-
   				-	-
   				-	-

   
   

4. Present relevant interests

   
   

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
   Pacific Road Capital Management Pty Ltd	Pacific Road Capital Management Pty Ltd ACN 117 934 586	Pacific Road Capital Management Pty Ltd ACN 117 934 586	Relevant interest in ordinary shares in Carbon Energy Limited under s608(3) Corporations Act 2001 (Cth)	4, 166,666 ordinary shares in Carbon Energy Limited	4,166,666
   Pacific Road Capital Management G.P. Limited	Pacific Road Carbon Energy NV	Pacific Road Carbon Energy NV	Relevant interest in ordinary shares in Carbon Energy Limited under s608(3) Corporations Act 2001 (Cth)	116,499,152 ordinary shares in Carbon Energy Limited	116,499.152
   Pacific Road Capital A Pty Limited	PRCM Nominees Pty Limited ACN 123 215 68	PRCM Nominees Pty Limited ACN 123 215 68	Relevant interest in ordinary shares in Carbon Energy Limited under s608(3) Corporations Act 2001 (Cth)	14,435,181ordinary shares in Carbon Energy Limited	14,435,181
   Pacific Road Capital B Pty Limited	PRCM Nominees Pty Limited ACN 123 215 68	PRCM Nominees Ply Limited ACN 123 215 68	Relevant interest in ordinary shares in Carbon Energy Limited under s608(3) Corporations Act	14,435,181 ordinary shares in Carbon Energy Limited	14,435,181

   Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

   
   

   604 page 2/2 15 July 2001

   
   

   
   

5. Changes in association

   The persons who have become associates (2) of. ceased to be associates of,or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

   
   

   Name and ACN/ARSN (if applicable)		Nature of association

   
   

   
   

6. Addresses

The addresses of persons named in this form are as follows:

Signature

print name Greg Dick Capacity

Secretary, Pacific Road Capital Management Pty Ltd

sign here

date 14 I 04 I 2016

03

DIRECTIONS

1. If there are a number of substant ial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifica lly named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

   
   

2. See the definition of "associate" in section 9 of the Corporations Act 2001.

   
   

3. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

   
   

4. The voting shares of a company constitute one class unless divided into separate classes.

   
   

5. The person's votes divided by the totalvotes in the body corporate or scheme multiplied by 100.

   
   

6. Include details of:

7. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,scheme or arrangement, must accompany this form, together with a writte n statement certifying this

   ....................... .- ...h i.

8. any qualification of the power of a person to exercise,control the exercise of, or influence the exercise of,the voting powers or

   disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

   See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

9. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included evenif the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions,even if they are not paid directly to the person from whom the relevant interest was acquired.

10. If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown"'.

    
    

11. Give details,if appropriate, of the present association and any change in that association since the last substantial holding notice.