ACROW LIMITED — Capital/Financing Update 2016

Feb 29, 2016

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

Noble Mineral Resources Limited

ABN

36 124 893 465

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 +Class of +securities issued or to Fully paid ordinary shares be issued Unlisted options 2 Number of[+] securities issued or Up to 300,000,000 fully paid ordinary shares to be issued (if known) or maximum number which may Up to 105,000,000 unlisted options be issued Note: assumes that the Offers under the Prospectus dated 23 February 2016 are fully subscribed

• See chapter 19 for defined terms.

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3 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)

Up to 150,000,000 fully paid ordinary shares at an issue price of $0.0025 per share. Up to 150,000,000 fully paid ordinary shares at an issue price of $0.01 per share. Up to 75,000,000 unlisted options at an issue price of $0.000025 per option, exercisable at $0.01 per option, expires at 5:00pm (AEST) on 30 June 2018. Up to 15,000,000 unlisted and unvested options for nil consideration, exercisable at $0.01 per option, vests only after the Company’s 20 day VWAP of the Company’s shares is 2 cents or above, expires at 5:00pm (AEST) on the date 3 years from the date of issue. Up to 15,000,000 unlisted and unvested options for nil consideration, exercisable at $0.01 per option, vests only after the Company’s 20 day VWAP of the Company’s shares is 3 cents or above, expires at 5:00pm (AEST) on the date 5 years from the date of issue. Note: assumes that the Offers under the Prospectus dated 23 February 2016 are fully subscribed

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally Fully paid ordinary shares – Yes in all respects from the[+] issue date with an existing[+] class of Unlisted options – Yes, upon exercise 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

Up to 150,000,000 fully paid ordinary shares at an issue price of $0.0025 per share to raise up to $375,000. Up to 150,000,000 fully paid ordinary shares at an issue price of $0.01 per share to raise up to $1,500,000. Up to 75,000,000 unlisted options at an issue price of $0.000025 per option to raise up to $1,875. Up to 15,000,000 unlisted and unvested options for nil consideration, exercisable at $0.01 per option, vests only after the Company’s 20 day VWAP of the Company’s shares is 2 cents or above, expires at 5:00pm (AEST) on the date 3 years from the date of issue. Up to 15,000,000 unlisted and unvested options for nil consideration, exercisable at $0.01 per option, vests only after the Company’s 20 day VWAP of the Company’s shares is 3 cents or above, expires at 5:00pm (AEST) on the date 5 years from the date of issue. Note: assumes that the Offers under the Prospectus dated 23 February 2016 are fully subscribed

• See chapter 19 for defined terms.

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6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 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.	Funds will be raised as part of the proposal that will recapitalise and restructure the Company, allowing it to apply for re-instatement to the Official List of the ASX. Further details are provided in the Prospectus dated 23 February 2016.
	No
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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

See Annexure A

• 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.

• 8 Number and +class of all +securities quoted on ASX ( including the +securities in section 2 if applicable)

As soon as is practicable after the issue of the Prospectus dated 23 February 2016 Note: the Directors reserve the right to bring forward or extend the Closing Date of the Offers under the Prospectus dated 23 February 2016	As soon as is practicable after the issue of the Prospectus dated 23 February 2016 Note: the Directors reserve the right to bring forward or extend the Closing Date of the Offers under the Prospectus dated 23 February 2016
Number	+Class
Up to 313,328,147 (following consolidation of existing shares on a one for fifty basis as approved by Shareholders on 23 November 2015) Note: assumes that the Offers under the Prospectus dated 23 February 2016 are fully subscribed	Fully paid ordinary shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	Up to 75,000,000 Up to 15,000,000 Up to 15,000,000 Note: assumes that the Offers under the Prospectus dated 23 February 2016 are fully subscribed	Unlisted options exercisable at $0.01 per option, expires on 30 June 2018. Unlisted and unvested options, exercisable at $0.01 per option, vests only after the Company’s 20 day VWAP of the Company’s shares is 2 cents or above, expires on the date 3 years from the date of issue. Unlisted and unvested options, exercisable at $0.01 per option, vests only after the Company’s 20 day VWAP of the Company’s shares is 3 cents or above, expires on the date 5 years from the date of issue.

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

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20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell
	their entitlements_in full_through
	a broker?
31	How do security holders sell_part_
	of their entitlements through a
	broker and accept for the
	balance?

• See chapter 19 for defined terms.

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• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000

• 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of[+] securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 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 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

==> picture [115 x 56] intentionally omitted <==

Sign here: .................................................. Date: 1 March 2016 Company secretary

Print name: Andrew Whitten

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid[+] ordinary 666,397,952 (before consolidation of existing securities on issue 12 months before the shares on a one for fifty basis as approved + issue date or date of agreement to issue by Shareholders on 23 November 2015) Add the following: Up to 300,000,000 (to be issued on a post-consolidation basis, as soon as • Number of fully paid[+] ordinary securities practicable after the issue of the Prospectus issued in that 12 month period under an dated 23 February 2016) exception in rule 7.2 Note: assumes that the Offers under the • Number of fully paid[+] ordinary securities Prospectus dated 23 February 2016 are fully issued in that 12 month period with subscribed shareholder approval

• Number of partly paid[+] ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here – other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

Subtract the number of fully paid[+] ordinary 653,069,805 (cancelled as part of the securities cancelled during that 12 month consolidation) period “A” 313,328,147

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 46,999,222

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

• Insert number of[+] equity securities issued Nil or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” Nil

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 46,999,222 Note: number must be same as shown in Step 2 Subtract “C” Nil Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 46,999,222 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D”

0.10

Note: this value cannot be changed

Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

• “E”

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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