AUSQUEST LIMITED — Share Issue/Capital Change 2015

Apr 30, 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, 04/03/13

Name of entity

AusQuest Limited

ABN

35 091 542 451

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) Ordinary shares b) Options
	a) 188,460,592 Shares, comprising – 150,960,592 Placement and Securities Purchase Plan Shares (SSP); and 37,500,000 Convertible Note Shares. b) 75,480,298 Options
	a) Shares – fully paid ordinary shares b) Options – exercise price of $0.035 per option, expiry date 30 April 2018

• See chapter 19 for defined terms.

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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	a) Shares ‐ Yes, same as other fully paid ordinary shares. b) Options ‐ the options will be a new class of quoted securities. Shares to be issued upon exercise of the Options will rank equally with all other fully paid ordinary shares on issue. The Options do not give the holder the right to participate in any future dividends or receive interest payments.
	a) 150,960,592 Placement and SSP Shares ‐$0.019 per share. 37,500,000 Convertible Note Shares – deemed conversion price of $0.02 per share. b) Nil – one free attaching Option is being granted for every two Shares subscribed for under the placement and the securities purchase plan, referred to in paragraph 6 below.

• See chapter 19 for defined terms.

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6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

a) Issue of 105,262,369 Shares is part of a placement to raise a total of $2.0m, in two tranches. Issue of 45,698,223 Shares is under a Securities Purchase Plan to raise up to $1M pursuant to a prospectus dated 19 March 2015. Shareholder approval for these issues were obtained at a General Meeting held on 23 April 2015. Issue of 37,500,000 Shares on the conversion of a convertible note as approved by shareholders at the Company’s AGM on 26 November 2014. b) Issue of 52,631,186 Options is part of the share placement to raise a total of $2.0m, in two tranches. Shareholder approval for the issue was obtained at a General Meeting held on 23 April 2015. Issue of 22,849,112 Options (approved by shareholder at a General Meeting on 23 April 2015) is under a Securities Purchase Plan to raise up to $1M pursuant to a prospectus dated 19 March 2015. The purpose of the placement and securities purchase plan is to raise funds to continue exploration and drilling of nickel‐copper targets within the Company’s 100% owned Fraser Range projects, exploration and drill permitting of porphyry copper‐gold targets identified within the Company’s exploration projects in Peru (i.e. those which are not already free carried as announced to ASX on 24 February 2015) and to strengthen the Company’s working capital position.

6a Is the entity an[+] eligible entity Yes 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

• 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	26 November 2014
	a) Nil b) Nil
	a) Nil b) Nil
	a) 188,460,592 Ordinary Shares b) 75,480,298 Options Approved at General Meetings held on 26 November 2014 and 23 April 2015.
	a) Nil b) Nil
	Not applicable
	a) Not applicable b) Not applicable
	Refer to Annexure 1

• See chapter 19 for defined terms.

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7 +Issue dates a) 72,375,000 Shares under the tranche 1 of the placement, on 19 March 2015 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 32,887,369 Shares under the tranche 2 of the pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. placement, on 30 April 2015 Cross reference: item 33 of Appendix 3B. 45,698,223 Shares under the SPP on 29 April 2015 37,500,000 Convertible Note Shares on 20 April 2015. b) 36,187,501 Options under the tranche 1 of the placement, on 30 April 2015 16,443,685 Options under the tranche 2 of the placement, on 30 April 2015 22,849,112 Options under the SPP on 29 April 2015 Number + Class 8 Number and +class of all 487,964,036 Ordinary shares +securities quoted on ASX ( including the +securities in 75,480,298 Listed options expiring section 2 if applicable) 30/04/18, exercise price $0.035 68,750,000 Listed options expiring 30/11/16, exercise price $0.040 Number +Class 9 Number and +class of all 9,900,000 Unlisted options +securities not quoted on ASX exercisable at $0.07 ( including the +securities in each, expiring on 30 section 2 if applicable) November 2015 10 Dividend policy (in the case of a Currently no policy trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval N/a required?

• See chapter 19 for defined terms.

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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 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	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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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? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	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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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

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

• See chapter 19 for defined terms.

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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)

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.

• See chapter 19 for defined terms.

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• A n offer of th e[+] securities f or sale within 12 month s after their i ssue will n o t re q uire discl o sure unde r section 7 07(3) or section 1012 C (6) of th e C o rporations A ct. N o te: An entit y may need t o obtain ap p ropriate w a rranties fro m subscribers fo r the securiti e s in order t o be able to g ive this war r anty

• Section 724 or section 101 6 E of the Corporations A ct does not apply to an y a p plications r e ceived by u s in relation to any[+] se c urities to b e quoted an d th a t no‐one h as any righ t to return any[+] securi t ies to be q uoted under se c tions 737, 7 3 8 or 1016F o f the Corporations Act a t the time th a t we reque s t th a t the[+] secu r ities be quo t ed.

• If we are a tr u st, we war r ant that n o person ha s the right t o return th e + securities to b e quoted u n der sectio n 1019B of th e Corporatio n s Act at th e

• ti m e that we r e quest that t h e[+] securities be quoted.

• 3 We will in d emnify AS X to the fulle s t extent pe r mitted by la w in respect of any clai m , action or e xpense arisi n g from or c o nnected wi t h any breac h of the war r anties in this agreement.

• 4 We give A SX the in f ormation a n d docume n ts require d by this f o rm. If an y information or docu m ent is not available n ow, we wil l give it to ASX befor e + quotatio n of the[+] se c urities begi n s. We ac k nowledge t h at ASX is r e lying on th e

• information and docu m ents. We w arrant that t h ey are (will be) true an d complete.

Sign h e re:

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Date: 1 Ma y 2015

Print n ame: Henko Vos (Company S e cretary)

== == == == ==

• See c h apter 19 for d efined terms. Appen d ix 3B Page 10

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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 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 297,503,444
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities Nil
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with 190,460,592
shareholder approval
• Number of partly paid [+] ordinary Nil
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” 487,964,036
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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 73,194,605 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued Nil 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

• “C” Nil Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 73,194,605 Note: number must be same as shown in Step 2 Subtract “C” Nil Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 73,194,605 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

New issue announcement Part 2	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
“A” Note: number must be same as shown in Step 1 of Part 1	487,964,036
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	48,796,403
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber 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	Nil
“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

Appendix 3B New issue announcement	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	48,796,403
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	48,796,403 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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