ALICE QUEEN LIMITED — Capital/Financing Update 2012

Jan 8, 2012

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9 January 2012

The Manager Companies ASX Limited 20 Bridge Street Sydney NSW 2000

(14 pages by email)

Dear Madam

CALLABONNA SECURITY PURCHASE PLAN

The Directors advise that the Callabonna Security Purchase Plan ('SPP'), as announced on 29 November 2011, has closed resulting in the allotment of 2,236,843 new fully paid ordinary shares.

In accordance with Listing Rule 3.10, I attach an Appendix 3B - New Issue Announcement, Application for Quotation of Additional Securities and in accordance with Listing Rule 3.19A, I attach an Appendix 3Y, Change of Director's Interest Notice, for each of Messrs McCaughey, Nightingale and Raetz.

For further information, please contact Richard Edwards or Peter Nightingale on (61-2) 9300 3366.

Yours faithfully

Richard Edwards Company Secretary

pjn6447

Registered Office

Level 2, 66 Hunter Street Sydney NSW 2000 T: +61 2 9300 3366 F: +61 2 9221 6333 E: redwards@callabonna.com.au

Technical Office

6 Powlett Street East Melbourne Vic 3002 T: +61 3 9417 2920 F: +61 3 9417 2728 E: smccaughey@callabonna.com.au

Callabonna Uranium Limited - ABN 71 099 247 408

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

CALLABONNA URANIUM LIMITED

ABN

71 099 247 408

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).

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1 +Class of +securities issued or to be Fully paid ordinary shares.
issued
2 Number of [+] securities issued or to 2,236,843
be issued (if known) or maximum
number which may be issued
3 Principal terms of the [+] securities Ordinary shares ranking pari passu with
(eg, if options, exercise price and existing ordinary shares
expiry date; if partly paid
+securities, the amount outstanding
and due dates for payment; if
+convertible securities, the
conversion price and dates for
conversion)
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• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 1

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? 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) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Yes	Yes
	$85,000
	For the purposes as set out in the Callabonna Security Purchase Plan dated 29 November 2011. 9 January 2012 Number +Class 63,764,758 Fully paid ordinary shares
	For the purposes as set out in the Callabonna Security Purchase Plan dated 29 November 2011.
	9 January 2012
	Number	+Class
	63,764,758	Fully paid ordinary shares

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	250,000 250,000 250,000 1,500,000 1,400,000	40 cent options expiring 31 May 2012 80 cent options expiring 31 May 2012 $1.20 options expiring 31 May 2012 20 cent options expiring 31 May 2012 34 cent options expiring 15 February 2015
	Remains unchanged

Part 2 - Bonus issue or pro rata issue

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11 Is security holder approval N/A
required?
12 Is the issue renounceable or non- N/A
renounceable?
13 Ratio in which the [+] securities will N/A
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 registers
(or subregisters) be aggregated for N/A
calculating entitlements?
17 Policy for deciding entitlements in N/A
relation to fractions
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• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 3

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? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance?	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
	N/A

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4

Appendix 3B New issue announcement

32 How do[+] security holders dispose of their entitlements (except by sale N/A 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 N/A 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 N/A +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 N/A[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 sought N/A 39 Class of +securities for which quotation is sought N/A

• See chapter 19 for defined terms.

Appendix 3B Page 5

24/10/2005

Appendix 3B New issue announcement

40 Do the[+] securities rank equally in all respects from the date of allotment N/A 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

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) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the N/A N/A securities in clause 38)

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.

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 6

Appendix 3B New issue announcement

• 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: 9 January 2012 Company Secretary Print name: Richard Edwards

== == == == ==

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 7

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity	Callabonna Uranium Limited
ABN	71 099 247 408

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Stephen McCaughey
Date of last notice	2 March 2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct interest and indirect interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Mrs Nathalie McCaughey, wife of Stephen McCaughey
Date of change	9 January 2012
No. of securities held prior to change	338,119 fully paid ordinary shares 250,000 40 cent options expiring 31 May 2012 250,000 80 cent options expiring 31 May 2012 250,000 $1.20 options expiring 31 May 2012 1,500,000 20 cent options expiring 31 May 2012
Class	Fully paid ordinary shares
Number acquired	131,579
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$5,000
No. of securities held after change	469,698 fully paid ordinary shares 250,000 40 cent options expiring 31 May 2012 250,000 80 cent options expiring 31 May 2012 250,000 $1.20 options expiring 31 May 2012 1,500,000 20 cent options expiring 31 May 2012

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Nature of change Participation in the Security Purchase Plan as Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation detailed in the Company’s Offer Document

in buy-back dated 29 November 2011

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Nil
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

Rule 3.19A.2

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity	Callabonna Uranium Limited
ABN	71 099 247 408

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Peter James Nightingale

Date of last notice 15 February 2010

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct interest and indirect interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Rosignol Pty Ltd A/c> a company in which Peter Nightingale has a beneficial interest
Date of change	9 January 2012
No. of securities held prior to change	300,000 fully paid ordinary shares held by Rosignol Pty Ltd A/c> 400,000 15/02/15 1.7 cent options directly
Class	Fully paid ordinary shares
Number acquired	131,579
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$5,000
No. of securities held after change	431,579 fully paid ordinary shares held by Rosignol Pty Ltd A/c> 400,000 15/02/15 1.7 cent options directly
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Participation in the Security Purchase Plan as detailed in the Company’s Offer Document dated 29 November 2011

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Nil
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

Rule 3.19A.2

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Appendix 3Y

Change of Director’s Interest Notice

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 30/9/2001.

Name of entity	Callabonna Uranium Limited
ABN	71 099 247 408

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Michael Raetz
Date of last notice	15 February 2010

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct interest and indirect interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Mr Michael Raetz and Mrs Marjorie Raetz , a fund in which Michael Raetz has a beneficial interest
Date of change	9 January 2012
No. of securities held prior to change	4,459,455 fully paid ordinary shares held by Mr Michael Raetz and Mrs Marjorie Raetz Family Superfund A/C> 300,000 15/02/15 1.7 cent options directly
Class	Fully paid ordinary shares
Number acquired	263,158
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$10,000
No. of securities held after change	4,722,613 fully paid ordinary shares held by Mr Michael Raetz and Mrs Marjorie Raetz Family Superfund A/C> 300,000 15/02/15 1.7 cent options directly
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Participation in the Security Purchase Plan as detailed in the Company’s Offer Document dated 29November 2011

Part 2 – Change of director’s interests in contracts

• See chapter 19 for defined terms.

Appendix 3Y Page 1

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Nil
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

Rule 3.19A.2

• See chapter 19 for defined terms.

Appendix 3Y Page 2

11/3/2002