ASPIRE MINING LIMITED — Share Issue/Capital Change 2015

Jun 15, 2015

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

Name of entity

ASPIRE MINING LIMITED

ABN

46 122 417 243

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 Ordinary Shares be issued Options 2 Number of[+] securities issued or to be issued (if known) or 213,325,000 Ordinary Shares maximum number which may 185,662,500 Options be issued 3 Principal terms of the Ordinary Shares +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the Options – one Ordinary Share for every option exercised at 3 cents within 24 amount outstanding and due dates for payment; if months of grant date +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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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) 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	Ordinary Shares – Yes, Ordinary Shares will rank equally with existing Ordinary Shares Options – Ordinary Shares issued upon exercise of Options will rank equally with existing Ordinary Shares when exercised
	Ordinary Shares – 2 cents per Ordinary Share Options – Nil
	Ordinary Shares - Placement to fund exploration, rail technical studies and agreement negotiations, debt servicing and general working capital. Options – 106,662,500 issued on a one Option for every two Ordinary Shares issued under the Placement. Options – 79,000,000 issued pursuant to the amended Terms Sheet dated 24 April 2015 with Noble Resources International Pte Ltd The issues were approved by shareholders at ageneral meetingheld on 2June 2015.
	No

• See chapter 19 for defined terms.

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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 7 Dates of entering +securities into uncertificated holdings or despatch of certificates

N/A

15 June 2015

• See chapter 19 for defined terms.

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Number +Class 8 Number and +class of all +securities quoted on ASX 921,788,306 Ordinary Shares (including the securities in section 2 if applicable) 185,662,500 Options

Number +Class 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 N/a

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/a required? 12 Is the issue renounceable or nonN/a renounceable? 13 Ratio in which the[+] securities N/a will 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 N/a registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements N/a in relation to fractions

• See chapter 19 for defined terms.

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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 entitlementsin fullthrough a broker?	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.

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31 How do[+] security holders sell N/a part of their entitlements through a broker and accept for the balance? 32 How do[+] security holders dispose N/a of their entitlements (except by sale 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 – Ordinary Shares and Options

• (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 See Annexure 2

• 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 setting out the number of holders in the categories[+] securities are[+] equity securities, a distribution schedule of the additional 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 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 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.

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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 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.

==> picture [120 x 65] intentionally omitted <==

Sign here: ............................... Company Secretary

Date: 15 June 2015

Print name: Phil Rundell

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

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 date 658,247,056 of issue or agreement to issue Add the following: • Number of fully paid ordinary securities 6,516,250 issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid ordinary securities 252,025,000 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 Nil securities cancelled during that 12 month period “A” 916,788,306

• 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] 137,518,245 Multiply “A” by 0.15

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or 5,000,000 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” 5,000,000

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

137,518,245 “A” x 0.15 Note: number must be same as shown in Step 2 Subtract “C” 5,000,0000 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 132,518,245 Note: this is the remaining placement capacity under rule 7.1

• See chapter 19 for defined terms.

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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

“A”

N/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 N/A

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 N/A 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” Nil

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	N/A
Subtract“E” Note: number must be same as shown in Step 3	N/A
Total[“A” x 0.10] – “E”	Nil Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 2

Top 20 Option Holders	Top 20 Option Holders	Top 20 Option Holders	Top 20 Option Holders
	Holder	Options
1	NOBLE RESOURCES INTERNATIONAL PTE LTD	79,000,000	42.55%
2	SPECTRAL INV PL	50,000,000	26.93%
3	BELLARINE GOLD PL	7,500,000	4.04%
4	KINGSMAN CHRISTOPHER D	7,500,000	4.04%
5	QUAM SEC CO LTD	6,250,000	3.37%
6	BAT-ERDENE KHADBAAASAN	2,500,000	1.35%
7	TAMJID TSOGY BAYAR	2,550,000	1.37%
8	CUSTODIAL SVCS LTD	1,550,000	0.83%
9	MARINE INV WA PL	1,250,000	0.67%
10	2 R'S PL	1,250,000	0.67%
11	BATES BRIAN MARK	1,000,000	0.54%
12	WALSH PETER M+A J	800,000	0.43%
13	FORSYTH BARR CUSTS LTD	800,000	0.43%
14	CITICORP NOM PL	750,000	0.40%
15	SSF AUST PL	750,000	0.40%
16	ZULZAGABAATAR D	700,000	0.38%
17	BROOKMAN RES PL	625,000	0.34%
18	PAULL SIMON+FALKINER C	625,000	0.34%
19	J P MORGAN NOM AUST LTD	600,000	0.32%
20	OYUNCHULUUN TSOGZOLMAA	500,000	0.27%
20	BENETTI CAROLINE M	500,000	0.27%
20	HSBC CUSTODY NOM AUST LTD	500,000	0.27%
		167,500,000	90.22%

Distribution Schedule	Distribution Schedule
No of Options	No of Holders
1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over	- 1 - 103 84
	188

• See chapter 19 for defined terms.

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OPTION TERMS

The terms and conditions of the Options are as follows:

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

The Options held by each holder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.03 (Exercise Price).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) 24 months from the date of grant of the Options (Expiry Date). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date (Exercise Period).

(e)

Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate (Notice of Exercise) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds (Exercise Date).

• See chapter 19 for defined terms.

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(g) Timing of issue of Shares on exercise

Within 10 Business Days after the Exercise Date, the Company will:

• i. allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company; and

• ii. if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank pari passu in all respects with the issued shares of the Company.

(i) Quotation of shares issued on exercise

The Company will apply for quotation of all shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those shares.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m)

Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

• See chapter 19 for defined terms.

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