ADAVALE RESOURCES LIMITED — Share Issue/Capital Change 2012

Aug 1, 2012

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Adavale Resources Limited (Adavale)

ABN

91 008 719 015

We (the entity) give ASX the following

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 be issued Fully paid ordinary shares

• 2 Number of[+] securities issued or to be (if known) or maximum number which may be issued

16

• 3 Principal terms of the[+] securities (eg, 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)

Not applicable

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Appendix 3B New Issue Announcement

• 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

Yes

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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

16 shares at $0.04 per share Exercise of Options Class UO1 - exercisable at $0.04 on or before 31 July 2014

• 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

• 2 August 2012

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

• 9 Number and[+] class of all[+] securities not quoted on ASX ( including the securities in clause 2 if applicable)

Number	+Class
316,990,035	Fully paid ordinary shares
Offer and Placement UO2 Options (Class A) – exercisable at $0.04 on or before 31 July 2014 Unlisted Options exercisable at $0.04 on or before 31 July 2014 offered pursuant to the UO3 Options ( Class B) –	65,697,863 10,000,000 10,000,000

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Appendix 3B New Issue Announcement

exercisable at $0.04 on or before 31 July 2014 with vesting on that date on which Adavale Resources Limited sells and ships its first load of coal UO4 Options (Class C) - 10,000,000 exercisable at $0.045 on or before 31 July 2015 with vesting on that date on which Adavale Resources Limited sells and ships its 500,000[th ] tonne of coal UO4 Options (Class D) - 10,000,000 exercisable at $0.05 on or before 31 July 2016 with vesting on that date on which Adavale Resources Limited sells and ships its 1,000,000[th ] tonne of coal UO9 Options (Arthur Phillip) – 10,000,000 exercisable at $0.04 on or before 31 July 2014 TOTAL 115,697,863

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/A

Part 2 Bonus issue or pro rata issue

• 11 Is security holder approval required?

N/A

• 12 Is the issue renounceable or non-renounceable?

N/A

• 13 Ratio in which the[+] securities will be offered[N/A]

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Appendix 3B New Issue Announcement

14 15 16 17 18 19 20 21 22 23 24 25 26 +Record date to determine entitlements Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? +Class of+securities to which the offer relates issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. Policy for deciding entitlements in relation to fractions Names of countries in which the entity has +security holders who will not be sent new Amount of any underwriting fee or commission Names of any brokers to the issue Closing date for receipt of acceptances or renunciations Names of any underwriters Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders If the issue is contingent on+security holders’ approval, the date of the meeting Fee or commission payable to the broker to the issue Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

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Appendix 3B New Issue Announcement

N/A N/A N/A N/A N/A N/A N/A

• 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?

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

• 33 +Despatch 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

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Appendix 3B New Issue Announcement

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

Entities that have ticked box 34(b)

38 Number of securities for which[+] quotation is N/A sought 39 Class of[+] securities for which quotation is N/A sought 40 Do the[+] securities rank equally in all N/A respects from the date of allotment 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 N/A Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and[+] class of all[+] securities quoted Number +Class on ASX ( including the securities in N/A clause 38)

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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: 2 August 2012 Company Secretary

Print name: Sylvie Dimarco

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