AUSQUEST LIMITED — Share Issue/Capital Change 2019

Nov 14, 2019

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15 November 2019

Australian Securities Exchange Level 40, Central Park 152 – 158 St George’s Terrace Perth WA 6000

By electronic lodgement

Dear Sir/ Madam

APPENDIX 3B

AusQuest Limited (ASX code: AQD) (“AusQuest”) is pleased to advise that 91,313,334 new fully paid ordinary shares ( New Shares ) and 91,313,334 free attaching options ( New Options ) have today been issued to those shareholders who participated in the Company’s pro-rata non-renounceable rights issue offer and associated shortfall offer announced on 16 October 2019 ( Rights Offer ).

The attached Appendix 3B replaces the Appendix 3B provided by the Company on 16 October 2019 and sets out the issued capital of the Company following today’s allotment. A top 20 optionholder list and distribution schedule for the New Options (with ticker code AQDOC) is also attached. The Company expects quotation of the New Options will be granted by ASX on or around Monday, 18 November 2019.

The Appendix 3B also includes the shares issued under the recently completed Placement (as announced on 16 October 2019) which were issued and advised to the market on 25 October 2019. The shares issued under the Placement were issued on the same terms as the New Shares offered under the Rights Offer. The free attaching New Options to which the Placement investors are entitled, are expected to be issued on or around Tuesday, 19 November 2019, following quotation of the New Options and a separate Appendix 3B will be provided for those New Options once issued.

Yours sincerely

Henko Vos Company Secretary

AusQuest Limited 8 Kearns Crescent Ardross WA 6153 (T): 08 9364 3866 (F): 08 9364 4892 www.ausquest.com.au

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 (‘Company’)

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)	1. Fully paid ordinary shares 2. Fully paid ordinary shares 3. Listed options
	1. 35,714,286 shares pursuant to a placement 2. 91,313,334 shares pursuant to a 1 for 4 non- renounceable rights issue 3. 91,313,334 free attaching options
	1. Fully paid ordinary shares issued at $0.014 each on the same terms as other ordinary shares currently on issue 2. Fully paid ordinary shares issued at $0.014 each on the same terms as other ordinary shares currently on issue 3. Listed options exercisable at $0.025 expiring on 30 November 2021

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

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 6c Number of+securities issued without security holder approval under rule 7.1	1. Yes, rank equally with existing fully paid ordinary shares 2. Yes, rank equally with existing fully paid ordinary shares 3. No, the Company will be seeking quotation of the options which it expects to receive on or around 18 November 2019. Only on exercise and conversion of these options into fully paid ordinary shares will they rank equal with quoted fully paid ordinary shares
	1. $0.014 per ordinary share 2. $0.014 per ordinary share 3. Nil (free-attaching)
	The Company intends to apply the funds raised by the Placement and Rights Offer, together with existing cash reserves, to carry out exploration programs on the Company’s 100% owned projects, and to identify and investigate new acquisition and/or exploration opportunities both in Australia and Peru that might be of further interest to the Company’s strategic alliance partner South32 or be retained as 100% owned AusQuest projects, plus for working capital purposes.
	Yes
	21 November 2018
	35,714,286 Fully paid ordinary shares

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.	Nil
	Nil
	91,313,334 Fully paid ordinary shares 91,313,334 Listed options (new class)
	Not applicable
	Not applicable
	Refer to Annexure 1
	1. 25 October 2019 2. 15 November 2019 3. 15 November 2019

• See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

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) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	676,332,681 91,313,334	Fully paid ordinary shares, of which: 500,000 fully paid ordinary shares are escrowed until the earlier of 30 May 2020 or until the Company issues a prospectus, cleansing statement or some other form of disclosure document Listed options exercisable at $0.025 each, expiring on 30 November 2021
	Number	+Class
	39,500,000	Unlisted options exercisable at $0.05 each, expiring on 30 November 2020
	Currently no policy

Part 2 - Pro rata issue

art 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	No
	Non-renounceable
	1 new share for every 4 shares held with 1 free attachingoption for everyshare issued
	Fully paid ordinary shares Listed options (new class)
	22 October 2019

16 Will holdings on different registers (or sub registers) 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 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)	No
	Rounded down to the nearest whole number
	All countries other than Australia and New Zealand where it is determined that it will be unlawful to make the offer, specifically including Laos, Thailand, United States of America, Singapore, Papua New Guinea, Malaysia, Ghana and the United Kingdom of Great Britain and Northern Ireland
	8 November 2019
	N/A
	Nil
	Hartleys Limited
	6% on funds raised other than those raised from directors
	Not applicable
	Not applicable
	25 October 2019
	17 October 2019
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	15 November 2019

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 (To be provided once available)

• 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 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)	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Number	+Class
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

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 electronically] Print name: Henko Vos (Company Secretary)

Date: 15 November 2019

== == == == ==

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 526,565,756
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 20,239,305
• Number of fully paid [+] ordinary securities 91,313,334
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
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” 638,118,395
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• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”
“B”	0.15
	[Note: this value cannot be changed]
Multiply“A” by 0.15	95,717,759
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insertnumber of+equity securities issued	2,000,000 (22 Nov 2018)
or agreed to be issued in that 12 month period_not counting_those issued:	500,000 (30 May 2019)
• Under an exception in rule 7.2	35,714,286 (25 October 2019 – Placement Shares)
• Under rule 7.1A	35,714,286 (Placement Options)
• 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

Insert number of[+] equity securities issued 2,000,000 (22 Nov 2018) or agreed to be issued in that 12 month 500,000 (30 May 2019) period not counting those issued: 35,714,286 (25 October 2019 – Placement • Under an exception in rule 7.2 Shares) • Under rule 7.1A 35,714,286 (Placement Options) • 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” 73,928,572

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

placement capacity under rule 7.1
“A” x 0.15	95,717,759
Note: number must be same as shown in
Step 2
Subtract“C”	73,928,572
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	21,789,187
	Note: this is the remaining placement
	capacity under rule 7.1

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Part 2	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	638,118,395
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	63,811,839
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.

Appendix 3B Page 11

04/03/2013

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	63,811,839
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	63,811,839 Note: this is the remaining placement capacity under rule 7.1A

TOP SPREAD REPORT

AUSQUEST LTD

ABN 35 091 542 451 For Class: [75320]AQD75320 UO30112021/$0.025 WC Page: 1

		SPREAD OF HOLDINGS	NUMBER OF HOLDERS	NUMBER OF UNITS	% OF TOTAL ISSUED CAPITAL
		1 - 1,000	12	3,374	0.004 %
		1,001 - 5,000	24	68,303	0.075 %
		5,001 - 10,000	19	149,738	0.164 %
		10,001 - 100,000	111	4,763,157	5.216 %
	100,001 - 999,999,999,999		78	86,328,762	94.541 %
	TOTAL		244	91,313,334	100 %
	LOCALITY ANALYSIS		NUMBER OF HOLDERS	NUMBER OF UNITS	% OF TOTAL ISSUED CAPITAL
	WESTERN AUSTRALIA		76	23,804,663	26.069 %
	NEW SOUTH WALES		66	46,187,260	50.581 %
	VICTORIA		50	6,002,013	6.573 %
	QUEENSLAND		34	7,571,633	8.292 %
	SOUTH AUSTRALIA		14	7,247,647	7.937 %
	AUSTRALIAN CAPITAL TERRITORY		2	286,555	0.314 %
	TASMANIA		1	162,500	0.178 %
	NEW ZEALAND		1	51,063	0.056 %
	Total Australian Holders		243	91,262,271	99.944 %
	Total Overseas Holders		1	51,063	0.056 %
	Grand Total		244	91,313,334	100.000 %

TOP 20 HOLDERS REPORT

AUSQUEST LTD

ABN 35 091 542 451

For Class:	For Class:	AQD75320 UO30112021/$0.025 WC				Page: 2	Page: 2
			< CURRENT STA	TUS >			< PREVIOUS STA	TUS >
	RANK	Shareholder	Total Units	% Issue Capital	Cum Units	% Cum Units	Total Units	% Issue Capital	Unit Change	% Unit Change	% Unit
	1	GROUP # 1301829	31,173,734	34.139
	*	CHRYSALIS INVESTMENTS PTY LTD	1,301,554	1.425	1,301,554	1.425	1,301,554	1.425	0	0.000
	*	CHRYSALIS INVESTMENTS PTY LTD	4,250,000	4.654	5,551,554	6.080	4,250,000	4.654	0	0.000
	*	CHRYSALIS INVESTMENTS PTY LTD	25,622,180	28.060	31,173,734	34.139	25,622,180	28.060	0	0.000
	2	MATTHEW BURFORD SUPER FUND PTY LTD	5,000,000	5.476	36,173,734	39.615	5,000,000	5.476	0	0.000
	3	ALTOR CAPITAL MANAGEMENT PTY LTD	4,642,857	5.085	40,816,591	44.699	4,642,857	5.085	0	0.000
	4	MGL CORP PTY LTD	4,071,428	4.459	44,888,019	49.158	4,071,428	4.459	0	0.000
	5	ASUPER PTY LTD	3,500,000	3.833	48,388,019	52.991	3,500,000	3.833	0	0.000
	6	MR GRAEME DREW & MRS BARBARA JANE DREW	3,172,185	3.474	51,560,204	56.465	3,172,185	3.474	0	0.000
	7	STADJOY PTY LTD	3,000,000	3.285	54,560,204	59.751	3,000,000	3.285	0	0.000
	8	MR BRENT FISHER	2,857,143	3.129	57,417,347	62.879	2,857,143	3.129	0	0.000
	9	MR MICHAEL JAMES SHERINGTON & MISS KATRINA LOUISE WEIER	1,947,766	2.133	59,365,113	65.013	1,947,766	2.133	0	0.000
	10	MR PETER JAMES WALKER	1,822,368	1.996	61,187,481	67.008	1,822,368	1.996	0	0.000
	11	INVIA CUSTODIAN PTY LIMITED	1,557,500	1.706	62,744,981	68.714	1,557,500	1.706	0	0.000
	12	CITICORP NOMINEES PTY LIMITED	1,528,905	1.674	64,273,886	70.388	1,528,905	1.674	0	0.000
	13	JAMES THORNETT & SUSAN THORNETT	1,417,302	1.552	65,691,188	71.940	1,417,302	1.552	0	0.000
	14	MR KIM FRANKCOMBE	1,071,429	1.173	66,762,617	73.114	1,071,429	1.173	0	0.000
	15	VERGUIER PTY LTD	1,026,250	1.124	67,788,867	74.238	1,026,250	1.124	0	0.000
	16	MR ANDREW JAMES COUPER & MRS WENDY MARIE COUPER	1,000,000	1.095	68,788,867	75.333	1,000,000	1.095	0	0.000
	17	MRS COURTNEY JANE SUTHERLAND	821,426	0.900	69,610,293	76.232	821,426	0.900	0	0.000
	18	MR JASON RABBITT	754,860	0.827	70,365,153	77.059	754,860	0.827	0	0.000
	19	LEWCORP PTY LIMITED	638,312	0.699	71,003,465	77.758	638,312	0.699	0	0.000
	20	MR ERIC WILLIAM ARTHUR & MISS BRITT ISTAAN ARTHUR	586,217	0.642	71,589,682	78.400	586,217	0.642	0	0.000
		TOTAL	71,589,682	78.400