Alkane Resources — Share Issue/Capital Change 2015

Nov 18, 2015

ALKAN E RESOU RCES L TD A B N 3 5 0 0 0 6 8 9 2 1 6

19 November 2015

The Manager Market Announcements Office ASX Limited 20 Bridge Street Sydney NSW 2000

Dear Sir/Madam

ALKANE RESOURCES LTD

• Appendix 3B ‐ new issue announcement

• Appendix 3Y – change of Director’s interest notice

We attach the following documents:

• 1) Appendix 3B – new issue announcement in respect of

• fully paid ordinary shares issued as a discretionary bonus to employees of the Company as approved by shareholders at the Annual General Meeting on 18 November 2015

• performance rights and share appreciation rights granted to selected eligible employees (including the Managing Director) under the Company’s short term and long term incentive programs.

• 2) Appendix 3Y – change of Director’s interest notice in respect of performance rights and share appreciation rights granted under the Company’s short term and long term incentive programs and as approved by shareholders at the Annual General Meeting on 18 November 2015.

Vesting of the performance rights and share appreciation rights and the future issue of any shares pursuant to those rights is subject to the satisfaction of certain vesting conditions and performance hurdles during the currency of the respective rights.

Yours faithfully,

for ALKANE RESOURCES LTD

==> picture [147 x 64] intentionally omitted <==

Karen E V Brown Company Secretary

Ground Floor, 89 Burswood Road, Burswood WA 6100, AUSTRALIA (PO Box 4384, Victoria Park WA 6979, AUSTRALIA) Telephone: +61 8 9227 5677 Facsimile: +61 8 9227 8178 www.alkane.com.au mail@alkane.com.au

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

ALKANE RESOURCES LTD

ABN

35 000 689 216

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) Unlisted performance rights b) Unlisted share appreciation rights
	a) i) 1,648,434 performance rights (STI FY2016) ii) 3,296,873 performance rights (LTI FY2016) b) 13,187,499 share appreciation rights (LTI FY2016)
	a) Performance rights granted pursuant to Alkane Resources Performance Rights Plan approved by shareholders 17 October 2013 and being conditional rights to receive one ordinary fully paid share in the capital of the Company subject to satisfaction of: i) financial year 2016 short term incentive program (STI FY2016) vesting conditions and performance hurdles, and ii) financial year 2016 long term incentive program (LTI FY2016) vesting conditions and performance hurdles. b) Share appreciation rights granted pursuant to the Alkane Resources Share Appreciation Rights Plan approved by shareholders 19 November 2014 and being conditional rights to receive a proportionate number of ordinary fully paid shares in the capital of the Company subject to satisfaction of vesting conditions and total shareholder return (“TSR”) targets and calculated with reference to the TSR. The performance rights and share appreciation rights that do not vest will lapse unless otherwise determined bythe Board.

• 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 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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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	a) Prior to vesting the performance rights do not carry a right to vote or to receive dividends or distributions. Any ordinary shares allotted on vesting of the performance rights will rank equally with the fully paid ordinary shares of the Company (ALK) then on issue. b) Prior to vesting the share appreciation rights do not carry a right to vote or to receive dividends or distributions. Any ordinary shares allotted on vesting of the share appreciation rights will rank equally with the fully paid ordinary shares of the Company (ALK) then on issue.
	a) i) Nil ii) Nil b) Nil
	a) i) 1,648,434 performance rights granted to selected eligible employees including the Managing Director (as approved by shareholders on 18 November 2015) under the Company’s STI FY2016. ii) 3,296,873 performance rights granted to selected eligible employees including the Managing Director (as approved by shareholders on 18 November 2015) under the Company’s Long Term Incentive program for LTI FY2016 (for the period ending 30 June 2018). b) Share appreciation rights granted to selected eligible employees including the Managing Director (as approved by shareholders on 18 November 2015) under the Company’s LTI FY2016 (for the period ending 30 June 2018).
	No
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

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 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)	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	18 November 2015
	Number	+Class
	414,218,670	Ordinary fully paid shares (ALK)

• 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)	Number	+Class
	3,907,405 10,550,000 1,648,434 3,296,873 13,187,499	Employee performance rights LTI FY2015 Employee share appreciation rights LTI FY2015 Employee performance rights STI FY2016 Employee performance rights LTI FY2016 Employee share appreciation rights LTI FY2016
	There has been no change to Alkane's dividend policy.

Part 2 - Pro rata issue

11 Is security holder approval N/A 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

• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

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
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)

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

Appendix 3B New issue announcement

• 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?

• 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.

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 N/A +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

04/03/2013

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: [signed] ............................................................. ~~(Director~~ /Company secretary)

Date: ......... 19 November 2015

Print name: Karen E V Brown .............................................

• See chapter 19 for defined terms.

== == == == ==

Appendix 3B Page 8

04/03/2013

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 30/9/01. Amended 01/01/11

Name of entity Alkane Resources Ltd ABN 35 000 689 216

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	David Ian CHALMERS
Date of last notice	09.03.2015

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

Direct or indirect interest	a) Direct Interest b) Indirect Interest c) Indirect Interest
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	a) N/A b) Leefab Pty Ltd – a company of which the Director is a director and beneficiary c) MMC Super Family P/L (previously Multi Metal Consultants Pty Ltd ) - a superfund account of which the director is a beneficiary
Date of change	18.11.2015
No. of securities held prior to change	a) ii) 333,333 STI FY2015 performance rights (lapsed unvested 19.08.2015) iii) 666,667 LTI FY2015 performance rights iv) 1,800,000 LTI FY2015 share appreciation rights b) i) 2,293,713 ALK c) i) 62,571 ALK

• See chapter 19 for defined terms.

01/01/2011 – Appendix 3Y

Page 1

Appendix 3Y Change of Director’s Interest Notice

Class	i) Ordinary fully paid shares ALK ii) Performance rights subject to financial year 2015 short term incentive program (STI FY2015) vesting conditions and performance hurdles iii) Performance rights subject to financial year 2015 long term incentive program (LTI FY2015) vesting conditions and performance hurdles iv) Share appreciation rights subject to long term incentive program (LTI FYI2015) vesting conditions and performance hurdles v) Performance rights subject to financial year 2016 short term incentive program (STI FY2016) vesting conditions and performance hurdles vi) Performance rights subject to financial year 2016 long term incentive program (LTI FY2016) vesting conditions and performance hurdles vii) Share appreciation rights subject to financial year 2016 long term incentive program (LTI FYI2016) vesting conditions and performance hurdles
Number acquired	a) v) 281,249 vi) 562,500 vii) 2,250,000
Number disposed	N/A
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	a) v) Nil vi) Nil vii) Nil
No. of securities held after change	a) iii) 666,667 LTI FY2015 performance rights iv) 1,800,000 LTI FY2015 share appreciation rights v) 281,249 STI FY2016 performance rights vi) 562,500 LTI FY2016 performance rights vii) 2,250,000 LTI FY2016 share appreciation rights b) i) 2,293,713 ALK c) i) 62,571 ALK
Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	Granting of performance rights pursuant to short and long term incentive plans and granting of share appreciation rights pursuant to long term incentive plan as approved by shareholders on 18 November 2015

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	N/A
Nature of interest
Name of registered holder (if issued securities)
Date of change

• See chapter 19 for defined terms.

01/01/2011 - Appendix 3Y

Page 2

Appendix 3Y Change of Director’s Interest Notice

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

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.

01/01/2011 – Appendix 3Y

Page 3