ALICE QUEEN LIMITED — Capital/Financing Update 2018

Sep 30, 2018

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1 October 2018

Market Announcements Platform Australian Securities Exchange Level 40, Central Park, 152‐158 St Georges Terrace Perth WA 6000

CAPITAL RAISING AND APPENDIX 3B

Alice Queen Limited (‘Company’) is pleased to advise that the first tranche of the capital raising announced on 26 September 2018 has been settled. The attached Appendix 3B represents 39,692,734 ordinary shares issued today.

The remaining 19,340,599 shares, being the balance of the capital raising (other than those shares proposed to be issued to Directors which are subject to shareholder approval), will be issued as soon as the remaining funds are received and an additional Appendix 3B will be released accordingly at the time of issue.

For and on behalf of the Board of Alice Queen Limited.

Anne Adaley Company Secretary

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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

Alice Queen 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).

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)	(a) and (b) ‐ Ordinary Shares
	(a) 39,692,734 Ordinary Shares (b) Up to 7,800,000 Ordinary Shares – to be issued at a date to be determined subject to shareholder approval.
	(a) and (b) ‐ Ordinary Shares This Appendix 3B includes an application for quotation of shares referred to at paragraph (b) which are to be issued at a date to be determined following, and subject to, receipt of required shareholder approval. These securities are the shares the subject of the Director Offer set out in the Company’s Prospectus lodged 27 September 2018.

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in (a) and (b) ‐ Yes, shares will rank equally with all respects from the[+] issue date currently issued ordinary shares. 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)

	(a) and (b) ‐ $0.015 (1.5 cents) per share
	(a) Funds raised will be applied towards:
	• An Induced Polarization (IP) survey to assist in determining the highest priority
	‘Cupola Phase’ drilling targets at the
	Horn Island pit gold deposit and
	Southern Silicified Ridge (SSR);
	• To assist the Company in seeking to
	procure an option and farm in agreement
	with an industry major in respect of
	certain areas within its Horn Island gold
	project; and
	• Working Capital.
	(b) To be issued at a date to be determined
	subject to receipt of required shareholder
	approval. Included in this Appendix 3B to
	apply for quotation of those shares. Subject
	to receipt of required shareholder approval, a
	further Appendix 3B will be lodged at the
	time of issue of those shares.

• See chapter 19 for defined terms.

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6a Is the entity an+eligible entity that 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 resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 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	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	7.1: 28,929,207 – does not take into account those shares to be issued under (b) 7.1A:Not Applicable

• See chapter 19 for defined terms.

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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) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	(a) 1 October 2018 (b) A date to be determined subject to receipt of required shareholder approval	(a) 1 October 2018 (b) A date to be determined subject to receipt of required shareholder approval
	Number	+Class
	497,172,341	Ordinary Shares  includes (a) Does not include:  Up to 7,800,000 shares to be issued being the shares referred to at item 1(b);  Tranche 2 of the capital raising, being 19,340,599 ordinary shares proposed to be issued prior to the Rights Issue record date for the (3 October 2018);  Any shares being issued under the Rights Issue – refer to Appendix 3B lodged 27 September 2018 for details of Rights Issue.
	Number	+Class
	9,251,850 1,848,150 10,000,000 10,000,000 10,000,000	Unlisted options exercisable at $0.038 cents, expiring 14 December 2019, vest 14 December 2017. Unlisted options exercisable at $0.038 cents, expiring 14 December 2019, vest 14 December 2017. Unlisted options exercisable at $0.06 cents on or before 1 June 2019. Unlisted options exercisable at $0.056 cents on or before 14 December 2020, vest 14 December 2018. Unlisted options exercisable at $0.056 cents on or before 14 December 2020, vest 14 December 2018.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

10 Dividend policy (in the case of a Not applicable. trust, distribution policy) on the increased capital (interests)

Part 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

• See chapter 19 for defined terms.

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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?

• See chapter 19 for defined terms.

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

• 33 +Issue 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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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) 42 Number and +class of all +securities quoted on ASX (_including_the+securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

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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.

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Sign here: ............................................... Date: 1 October 2018 Company secretary

Print name: Anne Adaley

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• See chapter 19 for defined terms.

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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

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 298,785,291
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: Date Approved by No of
Issued Shareholders shares
• Number of fully paid [+] ordinary 12 Oct Exercise of 89,180,716
securities issued in that 12 month 2017 Options
period under an exception in rule 7.2 12 Oct Issue to 12,380,677
2017 Underwriter of
• Number of fully paid [+] ordinary Exercise of
securities issued in that 12 month Options
period with shareholder approval 13 Oct AGM 29 Nov 7,132,923
2017 2017
• Number of partly paid [+] ordinary
securities that became fully paid in 10 April EGM 30 July 50,000,000
2018 2018
that 12 month period
Total 158,694,316
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 Nil
+ ordinary securities cancelled during that
12 month period
“A” 457,479,607
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”		0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15		68,621,941
Step 3: Calculate “C”, the amount 7.1 that has already been used		of placement capacity under rule
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				Number of Shares/Options 39,692,734
		Date Issued	Details	Number of Shares/Options
		1 Oct 2018	Ordinary Shares	39,692,734
“C”		39,692,734
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	68,621,941
Subtract“C” Note: number must be same as shown in Step 3	39,692,734
Total[“A” x 0.15] – “C”	28,929,207 [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

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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“A” Not Applicable
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
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• 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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