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AUSTRALIAN VANADIUM LIMITED Capital/Financing Update 2012

Jun 7, 2012

64471_rns_2012-06-07_24c39f46-f8bf-40da-a45a-0cf53db1b6bc.pdf

Capital/Financing Update

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Yellow Rock Resources Limited ABN 90 116 221 740 Address 420 Newscastle Street | West Perth | WA | 6005 Mailing Address PO Box 332 | Leederville | WA | 6903 web www.yellowrock.com.au p (08) 9227 6300 f (08) 9227 6400 e [email protected]

8 June 2012

CALL UP OF $800,00 AGAINST 80 MILLION PARTLY PAID SHARES

Yellow Rock Resources issued 80 million Partly Paid Shares at $0.039 each, partly paid to $0.0001 each on 30 November 2009, leaving a balance of $0.0389 to be paid per partly paid share. The conditions provided that Yellow Rock could call up $0.005 cents per annum for the period starting from 12 months after the issue of the Partly Paid Shares (30 November 2010).

Yellow Rock Resources has called up the amount of $800,000 against the Partly Paid Shares being $0.01 against the balance of $0.0389 cents owing per share.

The Company has sent letters to all partly paid shareholders on 5 June 2012 requesting payment of the outstanding amount in respect to their partly paid shares within 7 (seven) days.

Yours sincerely,

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Sydney Chesson Chairman

Rights and Liabilities Attaching to Partly Paid Shares

The Partly Paid Shares will be issued at an issue price of $0.0001 each and convertible to ordinary fully paid shares in the capital of the company on payment of a further $0.0389 per partly paid share.

In addition to the rights and liabilities conferred on holders of Partly Paid Shares, the following additional rights and liabilities attach to a Partly Paid Share pursuant to the Constitution of the Company:

  • (a) The Company shall not make a call on the Partly Paid Shares for a period of 12 months from the date of issue.

  • (b) Subject to (a), the maximum call per annum from date of issue shall be $0.005 per Partly Paid Share.

  • (c) A holder of Partly Paid Shares may make full payment of any uncalled amount, at their sole discretion, at any time, subject to a minimum conversion of 500,000 Partly Paid Shares or such lesser number where the balance held is less than 500,000 Partly Paid Shares.

  • (d) Subject to the Corporations Act and the terms on which the Partly Paid Shares are issued, the Directors may make a call on the holders of the partly paid shares for any money unpaid on them.

  • (e) The Partly Paid Shares are freely transferrable.

  • (f) The Company must comply with the Corporations Act and the ASX Listing Rules in relation to the dispatch and content of notices to members on whom a call is made and a member to whom notice of a call is given must pay to the Company the amount called in accordance with the notice.

  • (g) If an amount called is not paid on or before the due date, the person liable to pay the amount must also pay interest on the amount from the due date to the time of actual payment and all expenses incurred by the Company as a consequence of the nonpayment.

  • (h) To the extent permitted by the ASX Listing Rules, the Company has a first and paramount lien on every partly paid share which is presently payable to the Company.

  • (i) The Directors may at any time after a call becomes due and payable and remains unpaid serve a notice on the member to pay the unpaid amount, interest and all expenses accrued.

  • (j) If a member does not comply with a notice served then any or all of the partly paid shares in respect of which the notice was given may be forfeited. On forfeiture, shares become the property of the Company and forfeited shares must be, if the ASX Listing Rules permit sold, disposed of or cancelled on terms determined by the Directors or offered by public auction.

  • (k) The interest of a person who held shares which are forfeited is extinguished but subject to the ASX Listing Rules remains liable to pay all money that was payable at the date of forfeiture.

  • (l) Subject to the terms on which a partly pad share is on issue, the net proceeds of any sale made to enforce a lien or on forfeiture will be applied in the following order; in payment of the costs of sale; in payment of all amounts secured by the lien or all money that was payable in respect of the forfeited share; and where the share was forfeited, in payment of any surplus to the former member whose share was sold.

  • (m) In the event of any reorganization of the issued capital of the Company on or prior to the conversion to an ordinary fully paid share, the rights of a partly paid shareholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.