ALICE QUEEN LIMITED — Director's Dealing 2016

Oct 12, 2016

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 30/09/01 Amended 01/01/11

Name of entity Alice Queen 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	Mr Andrew Buxton
Date of last notice	26 November 2015

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 & Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Andrew Buxton & Juliette Buxton A fund in which Mr Andrew Buxton has a beneficial interest.
Date of change	7 October 2016
No. of securities held prior to change	Direct: 25,638,670 Fully Paid Ordinary Shares Indirect: Andrew Buxton & Juliette Buxton Fund>180,000FullyPaid Ordinary Shares
Class	a) Ordinary Shares b) Listed options(AQXO)
Number acquired	a) 14,983,339 Fully Paid Ordinary Shares with 1 free- attaching option for every share acquired pursuant to the placement prospectus dated 5 October 2016 (14,983,339 Options); and b) 12,909,335 Bonus Options in accordance with the Bonus Issue Prospectus dated 20 September 2016. Exercise price $0.03 (3 cents), expiry date 30 September 2017.
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	a) 14,983,339 Fully Paid Ordinary Shares at 3 cents ($0.03) per share with 1 free-attaching option for every share acquired; and b) 12,909,335 Listed Options: Nil consideration (bonus issue of options).

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	Shares and options held Direct: 40,622,009 Fully Paid Ordinary Shares 27,802,674 Listed Options with an exercise price of 3 cents each, exercisable on or before 30 September 2017. Shares and options held Indirect:  Andrew Buxton & Juliette Buxton 180,000 Fully Paid Ordinary Shares 90,000 Listed Options exercise price of 3 cents each, exercisable on or before 30 September 2017.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	a) 14,983,339 Fully Paid Ordinary Shares and 14,983,339 attaching Listed Options were acquired pursuant to the placement prospectus dated 5 October 2016 as approved by Shareholders held on 9 September 2016. b) 12,909,334 Listed Options acquired are a result of a bonus issue of options by the Company.

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	Not Applicable
Nature of interest
Name of registered holder (if issued securities)
Date of change
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
Interest acquired
Interest disposed
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change

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?
If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011