ADAVALE RESOURCES LIMITED — Share Issue/Capital Change 2011

Sep 18, 2011

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

and

docum ent s given t o ASX b ecom e ASX’s p rop ert y and m ay b e m ad e p ub lic.

Int roduced 1/7/96. Origin: Ap p end ix 5. Am end ed 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Nam e of ent it y

Adavale Resources Limited (Adavale)

ABN

91 008 719 015

We (the entity) give ASX the following

Part 1 All issues

You m ust com plet e t he relevant sect ions (at t ach sheet s if t here is not enough sp ace).

• 1 + Class of + securit ies issued or t o be

• (A) Unlisted Options – Class A

Management Options

• (B) Unlisted Options – Class B Management Options

• (C) Unlisted Options – Class C Management Options

• 2 Num ber of[+] securit ies issued or t o be (if know n) or m axim um num ber w hich be issued

• (A) 10,000,000

• (B) 10,000,000 (C) 10,000,000

• 3 Principal t erm s of t he[+] securit ies (eg, if opt ions, exercise price and dat e; if part ly paid[+] securit ies, t he out st anding and due dat es f or + convert ible securit ies, t he conversion and dat es f or conversion)

Unlisted Options

(A) Class A Management Options -

10,000,000 exercisable at $0.10 on or before 1 March 2014 conditional on the volume weighted average price of Adavale shares remaining above $0.20 for 30 consecutive days

(B) Class B Management Options –

10,000,000 exercisable at $0.10 on or before 1 March 2014 conditional on the volume weighted average price of

Appendix 3B

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Appendix 3B New Issue Announcement

Adavale shares remaining above $0.40

for 30 consecutive days (C) Class C Management Options – 10,000,000 exercisable at $0.10 on or before 1 March 2015 conditional on the volume weighted average price of Adavale shares remaining above $0.60 for 30 consecutive days

• 4 Do t he[+] securit ies rank equally in all respect s f rom t he dat e of allot m ent exist ing[+] class of quot ed[+] securit ies?

Shares issued when options exercised will rank equally with ordinary fully paid shares

If t he addit ional securit ies do not rank equally, please st at e:

• t he dat e f rom w hich t hey do

• t he ext ent t o w hich t hey part icipat e next dividend, (in t he case of a t rust , dist ribut ion) or int erest paym ent • t he ext ent t o w hich t hey do not rank equally, ot her t han in relat ion t o t he dividend, dist ribut ion or int erest

• 5 Issue price or considerat ion

Issued for nil consideration as a performance incentive

• 6 Purpose of t he issue

(If issued as considerat ion f or t he acquisit ion of asset s, clearly ident if y t hose asset s)

• 7 Dat es of ent ering[+] securit ies int o uncert if icat ed holdings or despat ch of cert if icat es

Options issued as part of the remuneration package of Mr Marshall Cooper, the CEO of PT Adavale Nusantara Resources, a subsidiary of Adavale 20 September 2011

• 8 Num ber and[+] class of all[+] securit ies on ASX ( including t he securit ies in clause 2 if applicable)

Number	+Class
316,990,019	Fully paid ordinary shares

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Appendix 3B New Issue Announcement

9 Num ber and[+] class of all[+] securit ies quot ed on ASX ( including t he securit ies in clause 2 if applicable)

date on which Adavale Resources Limited sells and ships its 1,000,000th tonne of coal tonne of coal exercisable at $0.05 on or before 31 July 2016 with vesting on that or before 31 July 2015 with vesting on that date on which Adavale Resources Limited sells and ships its 500,000th Class D Options - Resources Limited sells and ships its first load of coal Class C Options - exercisable at $0.045 on Class B Options – exercisable at $0.04 on or before 31 July 2014 with vesting on that date on which Adavale Offer and Placement Class A Options – exercisable at $0.04 on or before 31 July 2014 2011 Unlisted Options exercisable at $0.04 on or before 31 July 2014 offered pursuant to the Unlisted Options exercisable at $0.21 on or before 30 November 2011 Unlisted Options exercisable at $0.21 on or before 1 December

10,000,000 65,697,879 10,000,000 10,000,000 10,000,000 1,547,619 1,428,571

Appendix 3B

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Appendix 3B New Issue Announcement

	Appendix New Issue Announceme
TOTAL weighted average price of Adavale shares remaining above $0.60 for 30 consecutive days Class C Management Options – exercisable at $0.10 on or before 1 March 2015 conditional on the volume March 2014 conditional on the volume weighted average price of Adavale shares remaining above $0.40 for 30 consecutive days $0.20 for 30 consecutive days Class B Management Options – exercisable at $0.10 on or before 1 or before 31 July 2014 Class A Management Options – exercisable at $0.10 on or before 1 March 2014 conditional on the volume weighted average price of Adavale shares remaining above exercisable at $0.04 on Arthur Phillip Options –	148,674,069 10,000,000 10,000,000 10,000,000 10,000,000

• 10 Dividend policy (in t he case of a t rust , dist ribut ion policy) on t he increased (int erest s)

N/A

Appendix 3B

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Appendix 3B New Issue Announcement

Part 2 Bonus issue or pro rata issue

11 12 13 14 15 16 17 18 19 20 21 22 23 24 Am ount of any handling f ee payable Fee or com m ission payable t o t he t o t he issue Am ount of any underw rit ing f ee or com m ission Nam es of any brokers t o t he issue Closing dat e f or receipt of accept ances or renunciat ions Nam es of any underw rit ers issue docum ent s Not e: Securit y hold ers m ust b e t old how t heir ent it lem ent s are t o be dealt w it h. Cross ref erence: rule 7.7. Policy f or deciding ent it lem ent s in relat ion t o f ract ions Nam es of count ries in w hich t he +securit y holders w ho w ill not be sent +Record dat e t o det erm ine Will holdings on dif f erent regist ers (or subregist ers) be aggregat ed f or calculat ing ent it lem ent s? Rat io in w hich t he+ securit ies w ill be +Class of+securit ies t o w hich t he of f er relat es Is securit y holder approval required? Is t he issue renounceable or non-renounceable?	N/A
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Appendix 3B New Issue Announcement

brokers w ho lodge accept ances or renunciat ions on behalf of[+] securit y

25 26 27 28 29 30 31 32 33 How do+ securit y holders sell_part_ of ent it lem ent s t hrough a broker and t he balance? How do+ securit y holders dispose of ent it lem ent s (except by sale t hrough a Dat e right s t rading w ill end (if How do + securit y holders sell t heir ent it lem ent s in_f ull_t hrough a broker? on exercise, t he dat e on w hich not ices broker)? +Despat ch dat e be sent t o opt ion holders Dat e right s t rading w ill begin (if Dat e ent it lem ent and accept ance f orm prospect us or Product Disclosure w ill be sent t o persons ent it led If t he ent it y has issued opt ions, and t erm s ent it le opt ion holders t o If t he issue is cont ingent on+ securit y holders’ approval, t he dat e of t he	N/A
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Part 3 Quotation of securities

You need only com p let e t his sect ion if you are ap p lying f or q uot at ion of securit ies

34 Type of securit ies

(t ick one)

(a) *[Securit ies described in Part 1]

(b) *[All ot her securit ies]

Exam ple: rest rict ed securit ies at t he end of t he escrow ed p eriod , p art ly p aid securit ies t hat b ecom e f ully p aid , em p loyee incent ive share securit ies w hen rest rict ion end s, securit ies issued on exp iry or conversion of convert ib le securit ies

Appendix 3B

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Appendix 3B New Issue Announcement

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick t o indicat e you are p rovid ing t he inf orm at ion

or docum ent s

• 35 *[ If t he ][+][ securit ies are ][+][ equit y securit ies, t he nam es of t he 20 largest holders of ][+] securit ies, and t he num ber and percent age of addit ional[+] securit ies held by

• 36 *[ If t he ][+][ securit ies are ][+][ equit y securit ies, a dist ribut ion schedule of t he addit ional ] set t ing out t he num ber of holders in t he cat egories 1-1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 *[ A copy of any t rust deed f or t he addit ional ][+][ securit ies]

Entities that have ticked box 34(b)

• 38 Num ber of securit ies f or w hich sought

• 39 Class of[+] securit ies f or w hich sought

• 40 Do t he[+] securit ies rank equally in all respect s f rom t he dat e of allot m ent exist ing[+] class of quot ed[+] securit ies?

If t he addit ional securit ies do not rank equally, please st at e:

• t he dat e f rom w hich t hey do

• t he ext ent t o w hich t hey part icipat e t he next dividend, (in t he case of a dist ribut ion) or int erest paym ent

• t he ext ent t o w hich t hey do not rank equally, ot her t han in relat ion t o t he dividend, dist ribut ion or int erest

• 41 Reason f or request f or quot at ion now

Appendix 3B

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Appendix 3B New Issue Announcement

Exam ple: In t he case of rest rict ed securit ies, end of rest rict ion period

(if issued upon conversion of anot her securit y, clearly ident if y t hat ot her

• 42 Num ber and[+] class of all[+] securit ies on ASX ( including t he securit ies in clause 38)

Number +Class

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may A353 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 1012 C(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 not available now, 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.

Sign here:

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Date: 19/09/2011 Company Secretary

Appendix 3B

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Appendix 3B New Issue Announcement

Print name: Sylvie Dimarco

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Appendix 3B

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