ABX GROUP LIMITED — Capital/Financing Update 2012

Jun 13, 2012

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ASX ANNOUNCEMENT 1 4 June 2012

AUSTRALIAN BAUXITE LIMITED ASX: ABZ

Share Purchase Plan

About Australian Bauxite Limited: ASX Code ABZ

Australian Bauxite Limited (ABx) holds the core of the newly discovered Eastern Australian Bauxite Province. Its 40 bauxite tenements in Queensland, NSW and Tasmania covering 8,700 km[2] were rigorously selected on 3 principles:

1. good quality bauxite;

2. proximity to infrastructure connected to export ports; and,

3. free of socio-environmental or native title land constraints.

All tenements are 100% owned and free of obligations for processing and third party royalties. ABx has already discovered many bauxite deposits and new discoveries are still being made as knowledge and expertise grows.

The company’s bauxite is high quality and can be processed into alumina at low temperature – the type that is in short supply globally. Global resources declared to date total 98.7 million tonnes. At the company’s first drilling prospect in Inverell, northern NSW, a resource of 38.0 million tonnes[1] has been reported from drilling 15% to 20% of the area prospective for bauxite and a resource of 37.9 million tonnes[2] of bauxite has been reported at the Taralga project in southern NSW. A 6.0 million tonnes maiden resource was declared at Guyra[3] . A 16.8 million tonnes[4] maiden resource has been declared at the Binjour Plateau in central QLD, confirming that ABx has discovered a significant bauxite deposit including some bauxite of outstandingly high quality. Australian Bauxite Limited aspires to identify large bauxite resources in the Eastern Australian Bauxite Province, which is emerging as one of the world’s best bauxite provinces.

ABx has the potential to create significant bauxite developments in three states - Queensland, New South Wales and Tasmania. Its bauxite deposits are favourably located for direct shipping of bauxite to both local and export customers.

ABx endorses best practices on agricultural land, strives to leave land and environment better than we find it. We only operate where welcomed.

On 8 June 2012, Australian Bauxite Limited ( ABx ) ( ASX: ABZ) announced a Share Purchase Plan (SPP) offering eligible shareholders the opportunity to purchase shares in ABx without brokerage or other related charges.

Shareholders can purchase for $0.39 per share, which is the same price paid by brokers and professional investors in the recently completed placement.

Participation in the Offer is optional and is open to Eligible Shareholders who were holders of Shares in ABx at 5.00 pm (EST) on 7 June 2012 and whose registered address is in Australia or New Zealand.

Shareholders can purchase shares totalling up to $15,000.

Funds raised through the SPP will be used to progress the company’s drilling and development programs and to provide working capital.

Shares issued under the SPP will rank equally with existing shares.

Indicative Dates

	Record Date	7 June 2012
	Announcement of the Share Purchase Plan	8 June 2012
	Documents mailed to Eligible Shareholders	14 June 2012
	Opening date for acceptances	14 June 2012
	Closing date for acceptances	11 July 2012
	Allotment and issue of New Shares	18 July 2012
	Quotation of New Shares on ASX	18 July 2012
	Dispatch of shareholder statements	20 July 2012

Full details of the SPP and Application Forms have be en sent to all eligible shareholders, copies of which are attached.

For further information please contact:

Investor Relations, Henry Kinstlinger Australian Bauxite Limited Telephone: +61 2 9251 7177

AUSTRALIAN BAUXITE LIMITED

ACN 139 494 885

Level 2 Hudson House 131 Macquarie Street Sydney NSW 2000 p: +61 2 9251 7177 f: +61 2 9251 7500

w: australianbauxite.com.au e: corporate@australianbauxite.com.au

Share Purchase Plan – 2

ASX: ABZ

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ABx Project Locations

JORC Compliant Resource Statements

The following are Joint Ore Reserve Code (“JORC”)-compliant Public Reports released to the ASX declaring the JORC resources referred to. These can be viewed on the ASX website and the Company will provide these reports, free of charge on request.

• 1 08/05/2012 ASX Inverell JORC Resource Update, 38.0 Million Tonnes

• 2 30/05/2012 ASX Goulburn–Taralga Bauxite Resource up by 50% – 38 Million Tonnes

• 3 15/08/2011 ASX Maiden Guyra Resource, 6.0 Million Tonnes

• 4 12/10/2011 ASX Binjour Maiden Resource, 16.8 Million Tonnes

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AUSTRALIAN BAUXITE LIMITED ABN 14 139 494 885

SHARE PURCHASE PLAN June 2012

This is an important document.

The Offer does not take into account the individual investment objectives, financial situation or particular needs of each Eligible Shareholder. Accordingly, before making a decision on whether or not to accept the Offer, you should consult your financial or other professional adviser.

If you have any questions in relation to the Offer or how to complete the Application Form, please call the Company’s Share Registry, Computershare Investor Services Pty Limited on 1300 634 476 or Henry Kinstlinger – Company Secretary on +61 2 9251 7177 or email corporate@australianbauxite.com.au.

This document is not a prospectus or other disclosure document under the Corporations Act.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO US PERSONS

ABx Share Purchase Plan

CONTENTS

1.	THE OFFER .................................................................................................................. 6
2.	OPENING AND CLOSING DATES .................................................................................. 6
3.	ELIGIBILITY .................................................................................................................. 6
4.	OFFER PRICE ............................................................................................................... 8
5.	RIGHTS ........................................................................................................................ 9
6.	NUMBER OF NEW SHARES ......................................................................................... 9
7.	SCALE BACK ................................................................................................................ 9
8.	PARTICIPATION COSTS .............................................................................................. 10
9.	APPLICATION MONEY AND ALLOTMENT OF NEW SHARES ....................................... 10
10.	PAYMENT FOR THE SHARES ...................................................................................... 10
11.	OFFERS UNDER THE SHARE PURCHASE PLAN ......................................................... 11
12.	APPLICATION OF THE SHARE PURCHASE PLAN ........................................................ 11
13.	RISK CONSIDERATIONS ............................................................................................. 12
14.	PRIVACY ..................................................................................................................... 12
15.	GLOSSARY ................................................................................................................. 12

SUMMARY OF IMPORTANT DATES

SUMMARY OF IMPORTANT DATES
Record Date	7 June 2012
Announcement of the Share Purchase Plan	8 June 2012
Documents mailed to Eligible Shareholders	14 June 2012
Opening date for acceptances	14 June 2012
Closing date for acceptances	11 July 2012
Allotment and issue of New Shares	18 July 2012
Quotation of New Shares on ASX	18 July 2012
Dispatch of shareholder statements	20 July 2012

This timetable is indicative only and subject to change. The Company reserves the right to vary the above dates, subject to the ASX Listing Rules and the Corporations Act.

ABx Share Purchase Plan

IMPORTANT NOTICES

The Offer contained in this document is not a recommendation to purchase ABx shares. If you are in any doubt about the Offer, you should consult your financial or other professional adviser.

If you apply to participate in the Offer by making a BPAY payment or completing and returning the Application Form with a cheque or bank draft, you are accepting the risk that the market price of Shares may change between the date of the Offer and the allotment date. This means it is possible that, up to or after the allotment date, you may be able to buy Shares at a lower price than the Offer Price.

Participation in the Offer is not being offered, directly or indirectly, in the United States or to any person that is, or is acting for the account or benefit of, a US Person. This document and any related offering documents must not be mailed or otherwise transmitted or distributed in or into the United States or to any person that is, or is acting for the account or benefit of, a US Person.

ABx recommends that you monitor its announcements and the Share price, which can be found on its website at www.australianbauxite.com.au and on the ASX website at www.asx.com.au (ASX: ABZ). The Share price can also be found in the financial pages of major Australian metropolitan newspapers.

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ABx Share Purchase Plan

KEY STEPS

KEY STEPS
Step 1:	Read the terms and conditions of the Share Purchase Plan in full. • There is no requirement to participate in the Share Purchase Plan. • Participation in the Share Purchase Plan is entirely voluntary.
Step 2:	Are you an Eligible Shareholder? (seesection 3) You are eligible to apply for the New Shares if: (a) your registered address in the Company’s register of members is in Australia or New Zealand; and (b) you were registered as a holder of Shares in the Company as at 5:00pm EST on 7 June 2012 (Record Date). The Offer is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand. Neither these terms and conditions nor the Application Form constitutes an offer in the United States (or to, or for the account or benefit of, US Persons).
Step 3:	If you choose to participate in the Share Purchase Plan you must choose to purchase a parcel of New Shares for one of the following amounts (seesection 6): • $1,000; • $2,000; • $5,000; • $10,000; or • $15,000. You may not subscribe for more than $15,000 of New Shares even if you have several Share holdings.
Step 4:	To apply for New Shares under the Share Purchase Plan, Eligible Shareholders must (seesection 10): • complete the Share Purchase Plan Application Form attached to these terms and conditions; or • make a BPAY payment by using the personalised reference number shown on your Application Form, which is required to identify your holding.

QUESTIONS

If you have any questions in relation to the Offer or how to complete the Application Form, please call the Company’s share Ryegistry, Computershare Investor Services Pty Limited on 1300 634 476 (within Australia) or Henry Kinstlinger – Company Secretary on

+61 2 9251 7177 or email corporate@australianbauxite.com.au, or consult your financial or other professional adviser.

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AUSTRALIAN BA U XITE LIMITED

LETTER FROM THE CHAI R MAN

13 June 2012

Dear Fellow Shareholder,

AUSTRALIAN BAUXITE LIMIT E D SHARE PURCHASE PLAN OFFER

On behalf of the Board, I am p leased to offer you the opportunity to apply for u p to $15,000 New Shares in ABx under the Share Purchase Plan without brokerage or other r elated charges.

The Offer will open on 14 Ju n e 2012 and will remain open until 5.00 pm (EST ) on 11 July 2012.

The Offer Price is $0.39 per N ew Share, which represents an 11.5% discount t o the closing price on 1 June 2012, being t he day on which Shares last traded prior to the a n nouncement of the Share Purchase Plan.

Participation in the Offer is o p tional and is open to Eligible Shareholders who a r e holders of Shares in ABx at 5.00 pm (E S T) on 7 June 2012 and whose registered address is in Australia or New Zealand.

Full details of the Offer and h o w to participate are contained in the terms and c onditions of this document, which I encourage you to read and consider carefully.

If you have any questions in relation to the Offer or how to complete the Applic a tion Form, please call the Company’s sh a re registry, Computershare Investor Services Pty Limited on 1300 634 476 (within Austr a lia) or Henry Kinstlinger – Company Secretary on + 61 2 9251 7177 or email corporate@au s tralianbauxite.com.au, or consult your financial or other professional adviser.

Thank you for your continued support of ABx.

Yours sincerely,

John Dawkins AO Chairman

AUSTRALIAN BAUXITE LIM I TED

ACN 139 494 885 Level 2 Hudson House 131 Macqu a rie Street Sydney NSW 2000 P: +61 2 9251 7177 F: +61 2 9 2 51 7500

ABx Share Purchase Plan

Australian Bauxite Limited

ABN 14 139 494 885

SHARE PURCHASE PLAN – TERMS AND CONDITIONS

These are the terms and conditions of the Australian Bauxite Limited (ABx or the Company) Share Purchase Plan, and are binding on any Shareholder completing a Share Purchase Plan Application Form attached to these terms and conditions.

1. THE OFFER

1.1. The Offer

The Offer is an invitation to all Eligible Shareholders to subscribe for New Shares at a subscription price of $0.39 per New Share, up to a maximum subscription of 38,461 New Shares ($15,000).

You may choose not to accept the Offer.

The Offer to each Eligible Shareholder is made on the same terms and conditions. The Offer is non-renounceable (i.e. you may not transfer your right to acquire a New Share to anyone else).

The number of New Shares you receive will depend on the value of the parcel of New Shares you apply for and on the total number of New Shares applied for by all Eligible Shareholders. The Company reserves the right to scale back Applications (see section 7 below).

The Offer Price is fixed, regardless of any changes in the market price of Shares during the Offer period.

1.2. Offer not taken up

If you are an Eligible Shareholder and do not wish to subscribe for New Shares, you are not obliged to do anything. You will not receive any benefits or New Shares.

The number of existing Shares you hold as at the Record Date and the rights attached to those existing Shares will not be affected if you choose not to accept any of your entitlement under this Share Purchase Plan.

2. OPENING AND CLOSING DATES

The Opening Date of the Offer will be 14 June 2012 and the Closing Date will be 11 July 2012. The Directors reserve the right to close the Offer early or extend the Closing Date (as the case may be), should it be considered by them necessary to do so.

3. ELIGIBILITY

3.1. Eligibility

You are eligible to apply for the New Shares if:

• (a) your registered address in the Company’s register of members is in Australia or New Zealand; and

• (b) you were registered as a holder of Shares in the Company as at 5:00pm EST on 7 June 2012 (Record Date).

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ABx Share Purchase Plan

3.2. Individual Shareholders

If you are the only registered Shareholder of a holding of Shares, but you receive more than one Offer under the Share Purchase Plan (for example, because you hold Shares in more than one capacity), you may only apply for one parcel of New Shares with a value of up to $15,000.

The Company reserves the right to reject any Application where it believes there has not been compliance with this rule.

3.3. Joint Shareholders

If you are recorded with one or more other persons as the joint Shareholder of a holding of Shares, that joint Shareholding is considered to be a single registered Shareholding for the purpose of the Share Purchase Plan, and the joint Shareholders are entitled to participate in the Share Purchase Plan in respect of that single holding only. If the same joint Shareholders receive more than one offer under the Share Purchase Plan due to multiple registered holdings, the joint Shareholders may only apply for one parcel of New Shares with a value of up to $15,000.

3.4. Custodians

If you hold Shares as a Custodian within the definition set out in section 15 you cannot participate in the Offer.

3.5. Trustee or nominee

If you hold Shares as a trustee or nominee for another person, the rules for multiple single holdings set out in section 3.2 apply.

3.6. Directors and employees

Directors and employees of ABx who hold Shares may be Eligible Shareholders.

3.7. Treatment of overseas Shareholders

The Offer is not being extended to any Shareholder, as at the Record Date, whose registered address is not situated in Australia or New Zealand.

No action has been taken to register or qualify the New Shares or the Offer or otherwise to permit an offering of the New Shares in any jurisdiction outside Australia and New Zealand.

Recipients may not send or otherwise distribute this disclosure document or the Application Form to any person outside Australia (other than to Eligible Shareholders).

(a) New Zealand

The Offer to Eligible Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). Members of the public in New Zealand who were not existing Shareholders on the Record Date are not entitled to apply for any New Shares.

(b) United States

Neither these terms and conditions nor the Application Form constitutes an offer in the United States (or to, or for the account or benefit of, US Persons).

This document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia). This document is not an offer of

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ABx Share Purchase Plan

securities for sale into the United States or to, or for the account of benefit of, US Persons. The securities referred to in this document have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of New Shares is being made in the United States.

(c) Representation by Applicants

Returning a completed Application Form or paying the Offer Price for New Shares by BPAY, will be taken to constitute a representation, warranty and agreement by the Applicant that:

• i. they are an Eligible Shareholder, have read and understood these terms and conditions and subscribe for New Shares in accordance with these terms and conditions;

• ii. they authorize ABx to correct minor errors in the Application Form if required, and to complete the Application Form by inserting any minor missing details;

• iii. they acknowledge that the market price of Shares may rise or fall between the date of this Offer and the allotment date of the New Shares and that the Offer Price paid for the New Shares may exceed the market price of the shares on the allotment date;

• iv. the New Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction in the US, or in any other jurisdiction outside Australia or New Zealand, and may not be offered, sold, transferred or otherwise disposed of except in accordance with an available exemption form, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;

• v. they are eligible under all applicable securities laws to receive an offer under the Share Purchase Plan;

• vi. they are not in the United States, are not US Persons and are not acting for the account or benefit of US Persons;

• vii. they have not and will not send this disclosure document or the Application Form to any person in the United States or that is, or is acting for the account or benefit of, a US Person; and

• viii. if in the future they decide to sell or otherwise transfer their New Shares, they will only do so in regular way transactions on ASX where neither they nor any person acting on their behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is in the United States or is a US Person.

4. OFFER PRICE

The Company is inviting Eligible Shareholders to apply for up to a total of 38,461 New Shares at the Offer Price.

The Offer Price of $0.39 represents approximately 11.5% discount to the closing price on 1 June 2012, being the day on which Shares last traded prior to announcement of the Share Purchase Plan.

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ABx Share Purchase Plan

5. RIGHTS

The rights and obligations of the New Shares are contained in the constitution of the Company, which is available for inspection at the registered office of the Company during the Offer period. The New Shares will be issued on the same terms as all existing Shares and the Company will apply for the New Shares to be quoted on ASX.

If the New Shares are not quoted on ASX, the New Shares will not be issued and all funds received will be refunded.

6. NUMBER OF NEW SHARES

Each Eligible Shareholder has the right to apply for up to a maximum of 38,461 New Shares for a consideration of $15,000.

Eligible Shareholders may select one of the following five alternatives:

Offer A	2,564 New Shares	$1,000
Offer B	5,128 New Shares	$2,000
Offer C	12,820 New Shares	$5,000
Offer D	25,641 New Shares	$10,000
Offer E	38,461 New Shares	$15,000

The total cost of New Shares purchased by each Eligible Shareholder (including through joint holdings, multiple share accounts or any holding which they have a beneficial interest) must not exceed $15,000. The Directors reserve the right to issue to an Eligible Shareholder less New Shares than the number specified in the Application Form for whatever reason including the possible subscription of over $15,000 worth of New Shares by a Shareholder through multiple Applications or joint holdings.

No fractions of New Shares will be issued.

Any fraction of a New Share will be rounded down to the nearest whole number of New Shares.

7. SCALE BACK

The Company reserves an absolute discretion regarding the amount raised under the Plan, including the right to scale back applications.

If there is a scale back, you may not receive the full parcel of Shares for which you have applied. If a scale back produces a fractional number when applied to your parcel, the number of Shares you will be allotted will be rounded down to the nearest whole number of Shares.

In the event of a scale back, the difference between the value of the Shares allotted (calculated at the offer price of $0.39 per Share) and the application money received will be refunded to you by the Company, without interest, following allotment.

Where the number of New Shares allotted to an Applicant is less than the number applied for, surplus moneys will be refunded by cheque as soon as practicable after the Closing Date.

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ABx Share Purchase Plan

8. PARTICIPATION COSTS

You must pay the Offer Price and any fees or charges incurred by you in completing the Application Form (for example, bank fees or fees of professional advisors). The Company will pay any brokerage or stamp duty.

9. APPLICATION MONEY AND ALLOTMENT OF NEW SHARES

9.1. Application Money

All Application money received before the New Shares are issued will be held in a special purpose account. After any Application money is refunded (if required) and New Shares are issued to Applicants, the balance of funds in the account plus accrued interest will be received by the Company.

9.2. Allotment of New Shares

Subject to ASX granting the New Shares official quotation, it is expected that the New Shares will be quoted on the ASX by 18 July 2012. If you trade any New Shares before you receive your Share statement, then you do so at your own risk.

10. PAYMENT FOR THE SHARES

10.1. Application options

If you would like to apply for New Shares under the Share Purchase Plan, you have two payment options, which are set out below. Cash payments will not be accepted. Receipts for payment will not be issued.

If you apply for:

• (a) less than $1,000 of New Shares, the Company will not allot any New Shares to you and will refund your Application monies to you;

• (b) between $1,000 and $15,000 of New Shares that is not one of the designated amounts set out in section 6, the Company will (subject to any scale back) allot to you the number of New Shares that would have been allotted had you applied for the highest designated amount that is less than the amount of cheque or BPAY payment, and will refund the excess Application monies to you; and

• (c) more than $15,000 of New Shares, the Company will (subject to any scale back) allocate to you a parcel of $15,000 of New Shares and your excess Application monies will be refunded to you.

10.2. To pay by cheque or bank draft

Complete the accompanying Application Form in accordance with the instructions set out in that form and return it together with your cheque or bank draft made payable to “Australian Bauxite Limited – Trust Account” and crossed “Not Negotiable” for the appropriate Application money in Australian dollars.

The completed Application Form and your cheque or bank draft must be received by the Company’s Share Registry at the following address by no later than 5:00pm (EST) on the Closing Date. The Company will present the cheque or bank draft on or around the day of receipt of the Application Form. If a cheque is not honoured upon its first presentation, the Directors reserve the right to reject the relevant Application Form.

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ABx Share Purchase Plan

Share Registry Australian Bauxite Limited c/-- Computershare Investor Services Pty Limited GPO Box 253, Sydney NSW 2001

You will be required to certify to the Company that the total value of the New Shares the subject of the Application does not exceed $15,000:

10.3. To pay by BPAY

You may make a BPAY payment by using the personalised reference number shown on your Application Form which is required to identify your holding.

Eligible Shareholders should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment. It is the responsibility of each Applicant to ensure that the Application money is submitted through BPAY with sufficient time for it to be processed by their financial institution and received by the Company no later than 2:00pm (EST) on the Closing Date.

If you make your payment using BPAY, you do not need to return your Application Form. However, you will be taken to have represented to the Company that the total Application price for the New Shares the subject of the Application does not exceed $15,000:

You cannot withdraw or revoke your application once you have sent in an Application Form or paid via BPAY.

11. OFFERS UNDER THE SHARE PURCHASE PLAN

The Company may make more than one invitation to acquire Shares under the Share Purchase Plan in any 12 month period. Shareholders will not be able to acquire Shares to a value exceeding $15,000 pursuant to the Share Purchase Plan in any 12 month period.

The Company may amend the terms and conditions of the Share Purchase Plan to provide for different terms to apply to different invitations. The Company may terminate the Share Purchase Plan at any time. Notice of invitations, the terms of invitations and any termination of the Share Purchase Plan will be provided to ASX.

12. APPLICATION OF THE SHARE PURCHASE PLAN

The Company may act or omit to act in relation to the Share Purchase Plan (including applying the terms of the Share Purchase Plan) in its absolute discretion. The Company may settle any question of fact or interpretation in relation to the Share Purchase Plan in any matter it thinks fit, whether generally or in relation to any participant, Application or New Share. The Company’s decision will be conclusive and binding. The Company reserves the right to waive strict compliance with the terms of the Share Purchase Plan. The Directors of the Company or any authorised delegate may exercise the powers of the Company under the terms of the Share Purchase Plan.

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ABx Share Purchase Plan

13. RISK CONSIDERATIONS

While the Offer Price represents an approximately 11.5% discount to the closing price on 1 June 2012, being the day on which Shares last traded prior to the date of the announcement of the Share Purchase Plan, a subscription under the Share Purchase Plan is a speculative investment. The market price may change between the dates you apply for the New Shares and the issue of the New Shares to you. Accordingly, the value of the New Shares applied for may rise or fall.

This Offer is not a prospectus and does not require the types of disclosures required under the Corporations Act. You must rely on your own knowledge of the Company, previous disclosures made by the Company to ASX and, if necessary, consult your professional adviser when deciding whether or not to accept the Offer and participate in the Share Purchase Plan.

14. PRIVACY

By completing the Application Form, you will be providing personal information to ABx. The Privacy Act 1988 (Cth) governs the use of a person’s personal information and sets out principles governing the ways in which organisations should treat personal information. The Company collects information about each Applicant provided on an Application Form for the purposes of evaluating and processing the Application and, if the Application is successful, to administer the Applicant’s security holding in ABx. If ABx is obliged to do so by law, investors’ personal information will be passed on to other parties strictly in accordance with legal requirements. Once personal information is no longer needed for ABx’s records, ABx will destroy or redact it.

By submitting an Application Form, each Applicant agrees that ABx may use the information provided by an Applicant on the Application Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry (Computershare Investor Services Pty Limited), ABx’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Application Form, ABx may not be able to process your Application.

An Applicant has a right to gain access to the information that ABx holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to ABx’s registered office.

15. GLOSSARY

Applicant means an Eligible Shareholder who lodges an Application.

Application means an application for New Shares pursuant to the Application Form.

Application Form means the Application form attached to or accompanying these terms and conditions.

ASX Listing Rules or Listing Rules means the Listing Rules of the ASX.

ASIC means the Australian Securities and Investment Commission.

ASX means ASX Limited (ABN 98 008 624 691).

BPAY means BPAY, registered to BPAY Pty Limited ABN 69 079 137 518.

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ABx Share Purchase Plan

Closing Date means 11 July 2012 or such other date as may be determined by the Directors.

Company or ABx means Australian Bauxite Limited (ABN 14 139 494 885).

Corporations Act means the Corporations Act 2001 (Cth).

Corporations Regulations means the Corporations Regulations 2001 (Cth).

Director means a director of the Company.

Eligible Shareholder means a Shareholder as at the Record Date other than a Non Qualifying Foreign Shareholder.

EST means Australian Eastern Standard Time.

New Share means a Share to be issued under the Share Purchase Plan.

Non -Qualifying Foreign Shareholder means a Shareholder whose registered address is not situated in Australia or New Zealand.

Offer means the offer of New Shares pursuant to the Share Purchase Plan.

Offer Price means A$0.39 per New Share.

Opening Date means 14 June 2012.

Record Date means 7 June 2012.

Share means a fully paid ordinary share in the capital of the Company.

Share Purchase Plan means the issue of up to 38,461 New Shares to Eligible Shareholders, each of which is entitled to apply for a parcel of New Shares valued at up to $15,000 in accordance with these terms and conditions.

Shareholder means the holder of a Share.

US Person has the meaning given to that term in Regulation S under the US Securities Act.

US Securities Act means the United States Securities Act of 1933 as amended.

Valid Application means an Application:

• (a) that is made in conjunction with an Application Form accompanying the Offer, and that is properly completed in accordance with the instructions in the Application Form and in the Offer;

• (b) that is accompanied by any supporting documents required by the Offer to accompany the Application Form;

• (c) that is received by the Company on or before 5:00pm on the Closing Date at the address set out in section 10.2, or is otherwise duly received in accordance with the provisions of the Offer for electronic lodgement of Applications as set out in section 10.3;

• (d) that is not withdrawn before it ceases to be capable of being withdrawn; and

• (e) in respect of which payment of the Offer Price for the relevant number of New Shares is received and is cleared (either before or after the Closing Date) when presented (either before or after the Closing Date) for payment by the relevant financial institution on which the payment is drawn.

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For all enquiries:

Phone:

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(within Australia) 1300 634 476 (outside Australia) 61 3 9415 4318 Web:

www.investorcentre.com

000001 000 ABZ MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

Make your payment:

See over for details of the Offer and how to make your payment

Share Purchase Plan Application Form

 [Your payment must be received by 5:00pm (AEST) Wednesday 11 July 2012]

This is an important document that requires your immediate attention.

It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

By making payment you agree to be bound by the Constitution of Australian Bauxite Limited and that the submission of this payment constitutes an irrevocable offer by you to subscribe for Australian Bauxite Limited shares on the terms of the Share Purchase Plan (SPP).

In addition, by submitting the slip below you certify that the aggregate of the application price paid by you for:

Australian Bauxite Limited may make determinations in any manner it thinks fit, in relation to any difficulties which may arise in connection with the SPP whether generally or in relation to any participant or application.

Any determinations by Australian Bauxite Limited will be conclusive and binding on all eligible shareholders and other persons to whom the determination relates. Australian Bauxite Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions or to suspend or terminate the SPP at any time. Any such amendment, suspension or termination will be binding on all eligible shareholders even where Australian Bauxite Limited does not notify you of that event.

• the shares the subject of the slip below; and

• any other shares and interests in the class applied for by you under the SPP or any similar arrangement in the 12 months prior to the date of submission of the slip below does not exceed A$15,000.

Step 1: Registration Name

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.

Step 2: Make Your Payment

Note that shares may be purchased in increments of $1,000 subject to purchase of the minimum value and not exceeding the maximum value. Note that the amount chosen may be subject to scale back in accordance with the terms of the SPP.

Choose one of the payment methods shown below. BPAY ®: See overleaf. Do not return the slip with BPAY payment. By Mail: Complete the reverse side of this payment slip and detach and return with your payment. Make your cheque or bank draft payable in Australian dollars to " Australian Bauxite Limited - Trust Account ". The cheque must be drawn from an Australian bank. Cash is not accepted. Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the slip below as indicated. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

Australian Bauxite Limited Share Purchase Plan Application Form Payment must be received by 5:00pm (AEST) Wednesday 11 July 2012

Turn over for details of the Offer è

® Registered to BPAY Pty Limited ABN 69 079 137 518

916CR_0_Sample_CA/000001/000001/i

X 9999999991 I ND

Share Purchase Plan Application Form

Registration Name & Offer Details

MR SAM SAMPLE Registration Name: 123 SAMPLE STREET SAMPLETOWN VIC 3000

[For your security keep your SRN/] HIN confidential.

Entitlement No: 00005856

Offer Details: Record date: 7 June 2012 Minimum value $1,000 available to purchase: Maximum value $15,000 available to purchase:

Make Your Payment

Pay by Mail:

Biller Code: 200949 Ref No: 1234 5678 9123 4567 89 

Make your cheque, money order or bank draft payable to " Australian Bauxite Limited - Trust Account ". Return your cheque with the below slip to:

Contact your financial institution to make your payment from your cheque or savings account.

Computershare Investor Services Pty Limited GPO BOX 253 Sydney New South Wales 2001 Australia

Lodgement of Acceptance

If you are applying for shares and your payment is being made by BPAY ®, you do not need to return the slip below. Your payment must be received by no later than 5:00pm (AEST) on Wednesday 11 July 2012. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Neither Computershare Investor Services Pty Limited (CIS) nor accepts any responsibility for loss incurred through incorrectly completed BPAY ® payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY ® are received by this time. If you are paying by cheque, bank draft or money order the slip below must be received by CIS by no later than 5:00pm (AEST) on Wednesday 11 July 2012. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. Other Eligible Shareholders will need to affix the appropriate postage. Return the slip below with cheque attached. Neither CIS nor the Company accepts any responsibility if you lodge the slip below at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by Computershare Investor Services Pty Limited (CIS) as registrar for the securities issuer (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS using the details provided above or email privacy@computershare.com.au

Detach here

Purchase Details for Australian Bauxite Limited (choose one option)

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$1,000 worth of OR $2,000 worth of OR $5,000 worth of
securities securities securities
$10,000 worth of OR $15,000 worth of 00005856
securities securities
Entitlement No: 00005856
Or other amount between $1,000 and
$15,000 in $1,000 increments A$ . MR SAM SAMPLE
Payment must be received by 5:00pm (AEST) Wednesday 11 July 2012 123 SAMPLE STREET
SAMPLETOWN VIC 3000
----- End of picture text -----

Contact Details

Contact Daytime Name Telephone Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque

Cheque Details

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123456789123456789+0000000001-2054+15