ALCHEMY RESOURCES LIMITED — Capital/Financing Update 2013

Dec 11, 2013

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ASX ANNOUNCEMENT

11 DECEMBER 2013

CODE: ALY

BOARD OF DIRECTORS

Mr Oscar Aamodt Non-Executive Chairman

Ms Sofia Bianchi Non-Executive Director

Mr Lindsay Dudfield Non-Executive Director

Mr Anthony Ho Non-Executive Director

ISSUED CAPITAL

SHARES 156,852,955 OPTIONS 975,000 (Unlisted)

PROJECTS

BRYAH BASIN (80-100%) MURCHISON (80-100%)

Rights Issue to fund drilling of high-grade gold targets at Bryah Basin

• Non-renounceable issue: 1 for 2 at 2.5c to raise up to $1.96M

• Funds to be used to undertake drilling of high-priority gold targets

• Pipeline of gold targets identified through advances in understanding of key controls on mineralisation

• Follow-up RC drilling program targeting high-grade gold at Seaborg and Central Bore West

• Aircore drilling to test gold anomalism at Wilgeena, Henry North and Central Bore West

• First-pass shallow geochemical drilling of priority areas with thin transported cover

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Alchemy Resources Limited (ASX: ALY ) ( Company ) is pleased to advise that it will be conducting a pro-rata non-renounceable offer to all eligible shareholders to raise up to $1,960,662 (before costs) ( Issue ). The Issue will be conducted on the basis of one (1) new fully paid ordinary share ( Share ) for every two (2) Shares held by eligible shareholders on 20 December 2013 at an issue price of $0.025 per Share.

Level 2, 72 Kings Park Road WEST PERTH WA 6005 Phone: +61 8 9481 4400 Facsimile: +61 8 9481 4404 www.alchemyresources.com.au

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The Company has secured the support of Oscar Aamodt and Lindsay Dudfield, directors of the Company, who have agreed to partly underwrite the Issue for $350,000. Full details of the underwriting are contained in the prospectus for the Issue.

Following the return of high-grade gold intercepts from initial drilling at the Seaborg Prospect, the Company has refocused short term exploration objectives onto the Seaborg Prospect and the other gold targets in the Bryah Basin. The majority of the funds raised in this Issue will be used to advance drilling activities at these gold prospects, and scheduled to commence in February 2014.

The drilling will initially target high-grade gold at the Seaborg and Central Bore West prospects and will thereafter start testing historic gold intercepts and gold-in-soil anomalies in the potential strike extensions from these prospects and other high priority targets.

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The Issue price of $0.025 per Share represents a 37.5% discount to the volume weighted average market price of Alchemy’s shares for the twenty (20) trading days to the close of trade on 11 December 2013, being the last trading day prior to this announcement. The new shares issued under the Issue will rank equally with existing Shares. In addition to their entitlement, eligible shareholders may also apply for shortfall.

The Issue is made under a prospectus that has been lodged with ASIC and which is available on both the ASX website ( www.asx.com.au ) and on the Company’s website ( www.alchemyresources.com.au ). Eligible shareholders should consider the Prospectus in deciding whether to acquire shares under the Issue, and complete the personalised Entitlement and Acceptance Application Form that will accompany the Prospectus.

The proposed timetable for the Issue is set out below.

The proposed timetable for the Issue is set out below.
Announcement of Entitlement Issue and Lodgement of Prospectus	11 December 2013
Ex Date – shares trade ex Entitlement	16 December 2013
Record date to determine Entitlement	20 December 2013
Prospectus with Entitlement and Acceptance Form sent to Shareholders	24 December 2013
Offer opens for receipt of Applications	24 December 2013
Closing date for receipt of Acceptances	24 January 2014
Allotment and issue of New Shares and despatch of shareholding statements	4 February 2014
Trading of New Shares expected to commence	5 February 2014

The Directors may extend the Closing Date by giving at least 6 business days’ notice to ASX prior to the Closing Date. As such the date the new Shares are expected to commence trading on ASX may vary. An Appendix 3B announcement is attached.

Bryah Basin Project

A reappraisal of the Bryah Basin Project, located 130 km north of Meekatharra, Western Australia ( Figure 1 ), has recognised a pipeline of advanced to grass roots gold targets requiring further systematic exploration and targeted drilling campaigns to unlock the broader gold potential of the Project region.

The Bryah Basin Project currently has Indicated Resources of 300,000oz gold (4.7Mt @ 2.0g/t gold) at Hermes and Wilgeena ( see ASX announcement dated 22 October 2012 ), and the immediate area shows the potential of the district to host large gold deposits, with over 600,000oz gold produced from the nearby Peak Hill Main – Fiveways deposits ( Figure 1 ).

A comprehensive review of all data previously generated at the Bryah Basin including geological and regolith mapping, geochemical and geophysical surveys, aircore/reverse circulation (RC)/diamond drilling data has resulted in a new geological model and a fresh understanding of the likely source and location of high grade gold mineralisation within the Project area.

As a result of the advances in understanding of key controls on high-grade mineralisation, multiple gold targets have been delineated across the Bryah Basin Project, which in addition to the previously identified priority targets at Seaborg and Central Bore ( Figure 1 ), will be the primary focus of on-going exploration.

Alchemy will now be able to target high-grade gold at Bryah Basin to supplement gold mineralisation already identified at Hermes and Wilgeena, with the aim of establishing a high-grade gold operation.

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Figure 1: Bryah Basin Project – Alchemy tenements, gold prospects and Magnus VMS target zone.

Advanced geological and structural understanding

It is evident from historic exploration activities as well as the detailed field mapping and geophysical studies undertaken by Alchemy that there are multiple episodes and styles of gold mineralisation within the Bryah Basin. These are grouped into two main styles – “Peak Hill-style” and “Bryah-style” – that comprise the bulk of the known gold mineralisation across the Bryah Basin district, as well as an earlier, poorly recognised mineralisation style within the Project area:

• “Peak Hill-style” gold mineralisation developed early in the geological history of the region and includes the Peak Hill Main – Fiveways, Mount Pleasant, Hermes and Wilgeena deposits.

• “Bryah-style” gold mineralisation developed later, and is associated with brittle, shear/fault-zones, and includes the Harmony, Fortnum, Horseshoe/Cassidy deposits.

• “Pyritic conglomerate-style” gold mineralisation is confined to highly deformed sulphidic quartzites and quartz-pebble conglomerates within the Peak Hill Schist, and to date has been identified from gold intercepts in historic exploration reports.

Within the Bryah Basin Project, “Peak Hill-style” gold mineralisation predominates with mineralisation mainly hosted with the multiply-deformed Peak Hill Schist, within zones of high metamorphic and deformation gradient. Mineralisation is thought to represent an early shear-hosted mineralisation style, typically best developed proximal to major lithological contacts (mafic-sedimentary: Hermes, Wilgeena, Peak Hill Main – Fiveways; granite-sedimentary: Central Bore).

The mineralised shear-zones are themselves strongly deformed by subsequent deformation events (folding and faulting), which has led to a strong ‘thickening’/plunge control of high-grade mineralisation, including at the Hermes and Wilgeena deposits, resulting in strong potential for ‘small-footprint’ and ‘blind’ mineralisation.

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Field mapping and interpretation of aeromagnetic and ground magnetic data has led to these mineralised shear-zones being able to be ‘mapped’, with mineralisation possibly localised at major lithological contacts, and which are now identifiable as curved or folded mineralised corridors ( Figure 2 ). Multi-element fingerprinting suggests in some prospects an association of variable base-metals (including Pb, Zn, Bi, Cu and W variably at Peak Hill, Wilgeena, Central Bore and Seaborg), or a consistent As-Sb-Mo-W-Bi signature in the Hermes deposits.

With the exception of Central Bore, all of the areas with known mineralisation in the district were discovered in ‘windows’ of outcropping geology using surface geochemistry. Away from these areas, the effectiveness of surface geochemistry has been hampered by the presence of widespread, typically thin, transported cover. It is now recognised that the potential gold mineralisation corridors extend under this transported cover and that shallow geochemical drilling will be required for effective testing of key areas of the concealed mineralisation corridors.

Bearing this in mind it is recognised that much of the Project area is effectively untested and a number of the mineralised corridors represent priority targets for systematic exploration and drill testing. In addition to follow-up RC drilling at Seaborg and Central Bore West, a number of the priority targets along these mineralised corridors will be tested with either Aircore drilling or with shallow geochemical drilling to effectively explore beneath the transported cover ( Figure 2 ). There are also some areas with historic gold intercepts and/or existing gold-in-soil anomalies that require a more advanced level of follow-up exploration.

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Figure 2. Bryah Basin Project – gold target areas – priority drilling programs outlined over interpreted gold mineralisation corridors and solid geology.

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Seaborg – Central Bore gold corridor

High-grade gold assay results returned from an initial RAB drilling program at the Seaborg gold prospect ( Figure 2 ), confirmed and extended a high-grade gold intersection (27m @ 5.43g/t Au from 15m) in a historic hole drilled by Troy Resources ( see ASX announcement dated 15 October 2013 ). One-metre fire and screen fire assays returned intervals of high-grade gold mineralisation (applying a 1.0 g/t gold lower cut-off) ( see Quarterly Report for period ending 30 September 2013 ):

CBRB001 51m @ 3.71 g/t Au from surface to end of hole CBRB002 23m @ 3.16 g/t Au from 16 metres, and 1m @ 1.54 g/t Au from 41 metres

The results indicate a significant level of continuity in gold grade down-hole and that drilling stopped within the gold mineralised zone. The results also indicate that there are intervals with higher gold grade within the mineralised zone, including 5m @ 6.03 g/t Au from 1 metre and 14m @ 6.59 g/t Au from 23 metres in CBRB001 ( Figure 3 ).

In combination with the limited previous drilling at Seaborg, the results indicate gold mineralisation is associated with quartz veins in sheared and fuchsite-pyrite altered psammite and amphibolite and is possibly a high grade shoot that plunges steeply to the east ( Figure 3 ). The drilling suggests the shoot may lie within an east-northeast-trending gold mineralised zone.

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Figure 3: Seaborg gold prospect – Section 697850mE.

The Seaborg Prospect is the subject of on-going targeted exploration, including field mapping and a detailed ground magnetic survey currently underway. Targeted RC and diamond drilling is being planned to determine the orientation and plunge of the interpreted high-grade shoot as well as the strike and depth

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extent of mineralisation. This planned RC drilling will incrementally step-out both along-strike and downplunge from the existing defined ‘lode’ and is scheduled to commence in early 2014.

East of the Seaborg Prospect a large surface anomaly has been identified in an area where the regolith environment is likely more amenable to surface sampling. This anomaly has only been tested with very limited shallow drilling and represents a priority target area (Figure 4). Field mapping and targeted shallow geochemistry drilling is planned to assist delineation of robust drilling targets in this area. Furthermore it is likely that additional structural targets will be generated from a detailed ground magnetic survey.

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Figure 4: Seaborg – Central Bore mineralisation corridor – proposed Aircore and shallow drilling targets. Top – targets relative to areas of transported cover over gold-in-soil response. Bottom – targets relative to interpreted geology.

To the west of the Seaborg Prospect ( Figure 4 ), regolith mapping indicates that previous surface geochemistry along the interpreted mineralised corridor was likely ineffective. Shallow geochemical drilling to define gold anomalies along concealed sections of the corridor between Seaborg and Pelorus prospects is planned to commence in early 2014.

Previous, broad-spaced Aircore and RC drill testing of gold targets about 1km west of the Central Bore prospect returned high-grade gold intercepts, including 2m @ 8.75 g/t Au from 68 metres in CBAC090 and 1m @ 11.5 g/t Au from 62 metres and 1m @ 4.62 g/t Au from 78 metres in CBRC054. Follow-up RC drilling is planned to incrementally ‘step-out’ from known mineralisation to delineate mineralised shoots.

Exploration to date on the Central Bore Prospect area has shown that the mineralised corridor is also open to the east and west and much of the historic drilling may not have tested below the transported and/or

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leached regolith profiles. In this area the thickness of the transported cover is variable up to 25m, resulting in the previous shallow drilling (less than 20m depth) being largely ineffective. Additional targeted Aircore drilling along the mineralised corridor is being planned to test the major granite-sedimentary contact zone striking approximately east-west ( Figure 4 ).

Hermes – Winchester gold corridor

Additional gold targets have been identified to the north-east and south-west of the Hermes resource area ( Figure 2 ). The Hermes deposits are effectively exposed at surface, with a strong soil anomaly over the deposits, which guided most of the subsequent exploration. Geological mapping indicates that the host structural corridor to the north-east and south-west is overlain by transported cover, which may have inhibited the surface geochemistry response. Limited historic stream sediment sampling returned elevated gold assays along this concealed mineralisation corridor to the north-east.

Shallow geochemical drilling is planned for the mineralisation corridor to the north-east of Hermes to obtain gold and multi-element geochemistry to identify zones for follow-up Aircore drilling ( Figure 5 ). The 4 km long Winchester target area is situated in an area of structural complexity with favourable lithological contacts and represents a priority target.

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Figure 5: Hermes – Winchester mineralisation corridor – proposed shallow drilling target zone. Top – target relative to areas of transported cover over gold-in-soil response. Bottom – target relative to aeromagnetic image.

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Additional gold targets

The Bryah Basin Project represents a significant under-explored area prospective for gold mineralisation. Assessment for gold mineralisation has continued with a number of target zones delineated within the Peak Hill Schist ( Figure 2 ), and these represent key areas for further exploration.

A regional, curved structure linking the Central Bore and Hermes mineralised trends is apparent from geological mapping and geophysical images. Historic gold exploration along this structure is limited, with best results returned from the Jones and Henry prospects ( Figure 6 ), including 3m @ 250 g/t Au from OPAC126, and 3m @ 41 g/t Au from OPAC246.

The majority of the historic drilling did not test the structural corridor, with areas to the north-west (towards the south-west end of the Hermes mineralised trend) and to the south-east (towards the Central Bore – Seaborg mineralised corridor) increasingly affected by transported cover. Targeted multi-element surface geochemistry programs and field mapping has commenced to assist delineation of robust drill targets. Aircore drilling testing a gold-in-soil anomaly at Henry North and shallow geochemical drilling over a 5 km long section of the Tycho Prospect ( Figure 6 ) is planned to commence in early 2014.

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Figure 6: Henry–Tycho mineralisation corridor – proposed Aircore and shallow drilling target zones. Top – targets relative to areas of transported cover over gold-in-soil response. Bottom – targets relative to interpreted geology.

Additional curvilinear gold target zones ( Figure 2 ) have been delineated between some of the other known prospects and mines, such as Wilgeena, Mount Pleasant and St Crispin, where they are generally associated

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with regional lithological boundaries and/or interpreted structural features. Interpretation of field mapping and historic surface geochemistry is continuing, taking into account the nature of regolith.

Alchemy remains committed to thoroughly and systematically exploring the Bryah Basin Project area for both gold and copper–gold mineralised systems, as the potential reward for success is significant.

As indicated in the 2013 Annual Report, the funds available for exploration were to be expended on broadspaced, shallow drilling across the Magnus VMS Target Zone ( Figure 1 ). This program was completed in the September 2013 quarter and extended Sandfire Resources North Robinson Range multi-element anomaly over 15km into the Magnus target zone ( see ASX announcement dated 11 November 2013 ). Multiple strikeextensive zones with strong secondary copper, gold and pathfinder anomalism, as well as multiple bedrock conductors delineated from VTEM and ground moving-loop/fixed-loop EM, remain untested across the copper-gold prospective areas of the Bryah Basin Project.

The Company is seeking joint venture partners to fund exploration of the prospective copper-gold prospects/untested targets within the Bryah Basin Project, and is in negotiations with interested parties. These negotiations are incomplete and may or may not result in a concluded transaction or transactions.

– ENDS –

Please direct enquiries to: Mr Oscar Aamodt (Chairman)

Dr Kevin Cassidy (Chief Executive Officer)

Telephone: +61 8 9481 4400

Competent Persons Statement

The information in this report that relates to Exploration Results is based on information compiled by Dr Kevin Cassidy, who is a Fellow of the Australian Institute of Geoscientists and is a full-time employee and security holder of Alchemy Resources Limited. Dr Cassidy has sufficient experience that is relevant to the style of mineralisation, type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of Exploration, Results, Mineral Resource and Ore Reserves’. Dr Cassidy consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

The information in this report that relates to Mineral Resources at the Hermes Gold Deposit and Wilgeena Gold Deposit is based on information compiled by Mr Simon Coxhell of CoxsRocks Pty Ltd, who is a Member of the Australian Institute of Geoscientists and a Member of the Australasian Institute of Mining and Metallurgy and is a consultant to Alchemy Resources Limited. Mr Coxhell has sufficient experience that is relevant to the style of mineralisation, type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the ‘Australasian Code for Reporting of Exploration, Results, Mineral Resource and Ore Reserves’. Mr Coxhell consents to the inclusion in this report of the matters based on his information in the form and context in which it appears.

Alchemy confirms that the Exploration Results and the Indicated Mineral Resource at the Hermes Gold Deposit and Wilgeena Gold Deposit were prepared and first disclosed under JORC 2004. These have not been updated since to comply with the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (‘JORC 2012’) on the basis that the information has not materially changed since it was last reported. Alchemy further confirms that since announcing the Indicated Mineral Resource at the Hermes Gold Deposit and Wilgeena Gold Deposit on 22 October 2012, it is not aware of any new information or data that materially affects the information included in that announcement and that all material assumptions and technical parameters underpinning the estimates in that announcement continue to apply and have not materially changed.

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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

ALCHEMY RESOURCES LIMITED ABN 17 124 444 122

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 (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)	Fully Paid Ordinary Shares
	78,426,477
	The shares will rank equally with existing fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Yes 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 5 Issue price or consideration 2.5 cents per share 6 Purpose of the issue Pro-rata non-renounceable rights issue to fund (If issued as consideration for the an exploration program on the Company’s acquisition of assets, clearly Bryah Basin tenements and for general working identify those assets) capital purposes. 6a Is the entity an[+] eligible entity that Yes 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 26 November 2013 resolution under rule 7.1A was passed 6c Number of +securities issued Nil without security holder approval under rule 7.1 6d Number of[+] securities issued with Nil security holder approval under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

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. 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 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 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)	Nil	Nil
	Nil
	Not applicable
	Not applicable
	To be advised on the completion of the rights issue.
	4 February 2014
	Number	+Class
	235,279,432	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

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) art 2 - Pro rata issue 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 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	Number	+Class
	975,000	Options exercisable at $0.40 on or before 30 April 2015
	No dividend policy is currently in place as the Company is involved only in exploration
	No Non-renounceable 1 new share for every 2 shares held Fully paid ordinary shares 20 December 2013
	Not applicable
	Fractional entitlements will be rounded up
	All countries except Australia and New Zealand
	24 January 2014

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

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?	Cardinal Management Services Pty Ltd Lindsay Dudfield and Yvonne Dudfield as trustee of the LG Dudfield Pension Fund
	Nil
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	24 December 2013
	All Option Holders have waived their right to notice.
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

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

Not applicable

• 33 +Issue date

4 February 2014

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 Not applicable 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.

Appendix 3B Page 6

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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[+] 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.

Appendix 3B Page 7

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Appendix 3B New issue announcement

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.

Sign here: ................................................... Date: 11 December 2013 ( ~~Director~~ /Company Secretary)

Print name: Bernard Crawford

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

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 – to be advised on the completion of the rights issue.

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 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid[+] ordinary securities issued in that 12 month period with 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 securities cancelled during that 12 month period “A”

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued 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”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2
Subtract“C” Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	[Note: this is the remaining placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
Subtract“C”
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2 – to be advised on the completion of the rights issue.

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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Appendix 3B New issue announcement

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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