ADX ENERGY LTD — Share Issue/Capital Change 2011

Feb 24, 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

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

ADX Energy Ltd

ABN

50 009 058 646

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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)	Employee Options
	2,000,000
	Exercisable at 25 cents on or before 31 July 2013 Vesting 1 December 2012

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Upon exercise of the Options the all respects from the date of shares issued will rank pari passu allotment with an existing[+] class with existing ordinary fully paid of quoted[+] securities? shares 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 Nil 6 Purpose of the issue Employee Option Scheme (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities 25 February 2011 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 398,934,683 Ordinary Fully Paid +securities quoted on ASX Shares ( including the securities in clause 2 if applicable) 24,102,665 Options exercisable at 25 cents on or before 31 March 2011

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	Options 3,600,000 3,600,000 525,000 525,000 2,250,000 1,500,000 1,500,000 19,200,000 2,500,000 2,000,000	Exercise Expiry Date price 35 cents 21/04/2011 40 cents 21/04/2012 35 cents 13/05/2011 40 cents 13/05/2012 20 cents 01/07/2011 25 cents 01/07/2012 30 cents 01/07/2013 25 cents 31/12/2012 25 cents 31/12/2012 25 cents 31/07/2013

• 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

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11 Is security holder approval
required?
12 Is the issue renounceable or non‐
renounceable?
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
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

18	Names of countries in which the
	entity has+security holders who
	will not be sent new issue
	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
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 prospectus or Product
	Disclosure Statement 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?

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 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

• 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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Appendix 3B New issue announcement

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 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 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 on ASX ( including the securities in clause 38)

Number +Class

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.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• There i s no reas o n why th o se[+] securi t ies shoul d not be g ranted +quotation.

• An off e r of the[+] s e curities fo r sale withi n 12 mont h s after their issue will no t require di s closure under section 707(3) or s ection 1012 C (6) of the Co r porations A ct.

Note: An e n tity may need to obtain appropria t e warranties fro m subscribers for t he securities in o rder to be able to give this warranty

• Section 724 or sec t ion 1016E of the Corp o rations Act does not a p ply to any ap p lications received by us in rela t ion to an y[+] securitie s to be quoted and that n o‐one has a ny right t o return an y[+] securitie s to be quoted under sect i ons 737, 73 8 or 1016F o f the Corp o rations Ac t at the time th a t we requ e st that the [+] securities b e quoted.

• If we a r e a trust, w e warrant t h at no pers o n has the r ight to ret u rn the +securi t ies to be q u oted unde r section 1019B of the C o rporation s Act at the tim e that we r e quest that t he[+] securit i es be quot e d.

• 3 We will indem n ify ASX to the fullest e xtent per m itted by la w in respect of any clai m , action o r expense a rising fro m or conn e cted with a ny breach of the war r anties in t h is agreem e nt.

• 4 We give ASX t he information and d o cuments r e quired by this form. If any inf o rmation o r documen t not avai l able now, will give i t to ASX before +qu o tation of t h e[+] securit i es begins. We ackno w ledge that ASX is rel y ing on the informatio n and docu m ents. We warrant t h at they are (will be) tr u e and co m plete.

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Sign here: ............ . .................. . .................. . ......... Da t e: 25 Febru a ry 2011 Compa n y secretar y

Print name: PETE R IRONSID E

CLEANSING STATEMENT

____________

The Shar e s are issued without disclosur e to invest o rs under Part 6D.2 of the Corporatio n s Act 2001. ADX E n ergy Ltd p rovides th i s notice in accordan c e with section 70 8 A(5)(e) of t he Corpor a tions Act 2001.

ADX Ener g y Ltd noti f ies ASX ( a s operato r of the pr e scribed fi n ancial ma r ket on which the S hares are or are to be quoted) that, as a t the date o f this noti c e, the Company h as compli e d with the provisions of Chapte r 2M of the Corporati o ns Act 2001, as t h ey apply to the Comp a ny, and section 674 of the Corp o rations Act 2001.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

The Company is not in possession of any excluded information that would be required to be disclosed under section 708(6)(e) of the Corporations Act 2001, being information that:

• (a) has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• (b) that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:

• i. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company, or

• ii. the rights and liabilities attaching to the relevant securities.

• See chapter 19 for defined terms.

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