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AUSTRALIAN VANADIUM LIMITED Capital/Financing Update 2013

Feb 11, 2013

64471_rns_2013-02-11_4d962433-fe4a-4375-a71c-7c711b599936.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]

12 February 2013

ALLOTMENT OF 30 MILLION OPTIONS

TERMS & CONDITIONS

Please find attached the full terms and conditions for the Options as referred to in the Appendix 3B lodged 12 February 2013.

Yours faithfully,

Simon Chesson Company Secretary

Annexure A

Terms and Conditions of Options

  • a) Each option entitles the holder to subscribe for and be allotted one ordinary fully paid share in Yellow Rock Resources Limited.

  • b) The options are exercisable at 2.5c each.

  • c) The options will expire at 5.00pm WST on 31 December 2014 (the “Expiry Date”).

  • d) The options are exercisable at any time on or prior to the Expiry Date by notice in writing to the directors of Yellow Rock Resources Limited accompanied by payment of the exercise price.

  • e) The options are freely transferrable.

  • f) All shares issued upon exercise of the options will rank pari passu in all respects with Yellow Rock Resources Limited then existing ordinary fully paid shares. Yellow Rock Resources Limited will apply for Official Quotation by the ASX of all shares issued upon exercise of the options, subject to meeting the listing rules for quotation of the class of options.

  • g) There are no participating 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. However, if from time to time on or prior to the Expiry Date Yellow Rock Resources Limited makes a new issue of new shares to the holders of ordinary fully paid shares, Yellow Rock Resources Limited will send a notice to each holder of options at least thirty (30) Business Days before the record date referable to that issue. This will give Option holders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.

  • h) If from time to time on or prior to the Expiry Date Yellow Rock Resources Limited makes an issue of shares to the holders of ordinary fully paid shares in Yellow Rock Resources Limited by way of capitalisation of profits or reserves (a bonus issue), then upon exercise of their options, Option holders will be entitled to have issued to them (in addition to the shares which would otherwise be issued to the member upon such exercise) the number of shares of the class which would have been registered as holder if, immediately prior to that date, they had duly exercised their options and the shares the subject of such exercise had been duly allotted and issued to them. The bonus shares will be paid up by Yellow Rock Resources Limited out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue will rank pari passu in all respects with the other shares allotted upon exercise of the options.

  • i) There is no right to a change in the exercise price of the options or to the number of shares over which the options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the options.

  • j) In the event of any reorganisation of the issued capital of Yellow Rock Resources Limited on or prior to the Expiry Date, the rights of an Option holder will be changed to the extent necessary to comply with the applicable ASX Listing Rule in force at the time of the reorganisation.