AJ LUCAS GROUP LIMITED — Capital/Financing Update 2012

Sep 27, 2012

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.

Name of entity

AJ Lucas Group Limited

ABN

12 060 309 104

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)	1. Campbell options 2. Ordinary Shares
	1. 3,750,000 options 2. 29,629,629 ordinary shares
	1. The Campbell options are convertible to fully paid ordinary shares on the following principal terms: Grant date: 11 September 2012 Vesting date: no earlier than 31 December 2013 and only if the ordinary share price closes at in excess of $2.50 each day for a period of 10 days in any 20 day trading period after 11 September 2013 Exercise price: $1.35 per ordinary share Expiry date: 5pm on 7 December 2015 2. OrdinaryShares

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4 Do the[+] securities rank equally in 1. Yes, on exercise into ordinary shares. Prior all respects from the date of to the exercise, the Campbell options do not allotment with an existing[+] class have any rights of quoted[+] securities? 2. 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

5 Issue price or consideration 1.$Nil 2.$1.35/share 6 Purpose of the issue 1. Incentivise Mr Campbell in his role as (If issued as consideration for the chief executive officer of AJ Lucas Group acquisition of assets, clearly Limited – see section 9.1 of the Notice of identify those assets) Meeting and Explanatory Statement dated 1 August 2012. 2. Issue of ordinary shares:  under the Placement; and  on exercise of options expiring 22/12/2015,

each as described in the Notice of Meeting and Explanatory Memorandum dated 1 August 2012 and Prospectus dated 28 September 2012 and each approved by shareholders on 5 September 2012.

7 Dates of entering +securities 1. 28 September 2012 into uncertificated holdings or 2. 28 September 2012 despatch of certificates

Number +Class 8 Number and +class of all 132,656,920 Ordinary +securities quoted on ASX ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

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1/1/2003

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	250,000 93,861 1,000,000 11,159,356 3,750,000	Rights to shares expiring 23/11/2012. Options to shares expiring 30/6/2013 subject to performance condition being achieved. Options to shares expiring on 5pm on 22 December 2016 Options to shares expiring at 5pm on 22 December 2015 Campbell options to shares expiring at 5 pm on 7 December 2015

10 Dividend policy (in the case of a No Change trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements?

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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 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)	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

• See chapter 19 for defined terms.

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30 How do[+] security holders sell N/A their entitlements in full through a broker?

• 31 How do[+] security holders sell N/A 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)?

32 How do[[+]] security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Despatch date N/A

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

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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 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)

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.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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:

.................................................. Date: 28/09/2012.............. ( ~~Director/~~ Company secretary)

Print name: ......N J W Swan...................................................

• See chapter 19 for defined terms.

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